Exhibit 10.23


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of November
2017 (the “Start Date”), by and between John Camello (the “Executive”), and Nexxis Inc., a Nevada corporation,
currently headquartered at 68 South
Service Road, Suite 100, Melville, New York 11747 (the
“Company”) and Data Storage Corporation (“Data Storage Corporation”), a Nevada Corporation, currently
headquartered at 68 South Service Road, Suite 100, Melville, New York 11747.


 


W
I T N E S S E T H:


 


WHEREAS,
the Company is a telecommunications company focused on providing
Voice and Data Services (the
“Business”); and


 


WHEREAS,
the Company desires to employ Executive, and Executive desires to be employed by the Company, on
the terms and conditions set forth in the Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing, Executive’s employment by the Company as provided herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


		1.	Employment.
                                         



 


(A)
The Company employs Executive, and Executive accepts employment with the Company, as the Company’s President, upon the terms
and conditions set forth in the Agreement. Executive shall report to the CEO and Board of Directors of the Company. As more fully
set forth below, Executive shall (1) devote all of his working time, attention, and energy, using commercially reasonable efforts,
to perform his duties and provide his services under the Agreement; (2) faithfully and competently serve and further the interests
of the Company in every lawful way, giving honest, diligent, loyal, and cooperative service to the Company; (3) discharge all
such duties and perform all such services as aforesaid in a timely manner; and (4) comply with all lawful policies which from
time to time may be in effect at the Company or that the Company adopts. Executive’s duties to the Company are more fully
described on Exhibit A attached hereto.


 






    	 



     


    

 


(B)
Except for business travel by the Executive that may from time to time be necessary or advisable on behalf of the Company, the
Executive will provide his services at the Company’s office of a minimum of five employees located within 20 miles of Melville,
New York, 11747 (the “Office”).


 


		2.	Conflicts
                                         of Interest. Executive represents, warrants and agrees that prior to the execution
                                         of this Agreement he has been engaged in providing services similar to those of the Company,
                                         however, Executive represents, warrants and agrees that upon the Start Date he shall
                                         not be engaged in providing services similar to those of the Company, nor shall he during
                                         the Term (as defined below) enter into, any employment or agency relationship or agreement
                                         with any third party whose interests would be reasonably expected to conflict with those
                                         of the Company. Executive further represents, warrants and agrees that he does not presently,
                                         nor shall he, during the Term, possess any significant interest, directly or indirectly,
                                         including through Executive’s family or through businesses, organizations, trusts,
                                         or other entities owned or controlled by Executive, in any third party whose interests
                                         would be reasonably expected to conflict with those of the Company. Executive will not
                                         engage in any other employment, consulting, or other business activity in conflict with
                                         the Company without the prior written consent of the Board of Directors, but Executive
                                         may, with written notice to the Board of Directors, (i) serve on the boards of directors
                                         of, or in an advisory capacity to charitable organizations and not-for-profit corporations,
                                         (ii) serve on the boards of directors of companies which Executive currently serves on
                                         as of the date of this Agreement and (iii) may pursue passive investments, provided that
                                         such activities do not unreasonably interfere with Executive’s duties and responsibilities
                                         to the Company or create an actual or apparent conflict of interest with the Company.
                                         Without limiting the generality of the foregoing, Executive also represents, warrants,
                                         and agrees that:



 


(A)
except for the non-compete obligation with Executive’s previous employer, CenturyLink, which obligation expires on December
16, 2017, Executive is not subject to any agreement, including any confidentiality, non-competition or non-solicitation agreement,
invention assignment agreement, or other restrictive agreement or covenant, whether oral or written, that would in any way restrict
or prohibit his ability to enter into and execute the Agreement, perform his duties and responsibilities and provide his services
under the Agreement, or abide by policies of the Company;


 


(B)
he has respected and at all times in the future will continue to respect the rights of his previous employers in trade secret
and confidential information;


 






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(C)
the information Executive supplied to the Company in connection with Executive’s application for employment with the Company
is true, correct and complete; and


 


(D)
without in any way limiting the Executive’s duty of loyalty to the Company, so long as the Executive remains employed by
the Company, any and all business opportunities in the Business from whatever source that the Executive may receive or otherwise
become aware of through any means shall belong to the Company, and unless the Company specifically, after full disclosure by the
Executive of each and any such opportunity, waives its right in writing, the Company shall have the sole right to act upon any
of such business opportunities as the Company deems advisable.


 


		3.	Compensation.
                                         Subject to the terms and conditions of the Agreement, as compensation for Executive’s
                                         services performed pursuant to the Agreement, the Company agrees to pay, or cause to
                                         be paid, to Executive, and Executive agrees to accept, the compensation as set forth
                                         on Exhibit B attached hereto during the Term.



 


		4.	Business
                                         Expenses. The Company will reimburse Executive, or cause Executive to be reimbursed,
                                         for the ordinary and necessary business expenses incurred by Executive in accordance
                                         with the current executive policies of Data Storage Corporation and applicable tax laws,
                                         subject to Executive obtaining the prior written approval of the Company’s CEO
                                         for the Company’s Business Plan and Budget as set forth in Exhibit A.



 


5.     Term;
Termination.


 


(A)
The term (“Term”) of the Agreement shall commence on the Start Date and shall continue through the third anniversary
of the Start Date; provided, however, that the Company may terminate the Agreement (the “Benchmark Termination”)
at any time after the second anniversary of the Start Date if those certain Benchmarks, as defined in Section G of Exhibit
B attached hereto, have not been fully achieved by the Company as of the second anniversary of the Start Date. Following the
Benchmark Termination, the Company shall be relieved
of its obligations to compensate Executive under this Agreement and Executive shall not
be entitled to receive any other compensation, payments, benefits or severance amounts from the Company under this Agreement,
notwithstanding the below additional terms of this Section 5. 


 


Unless
sooner terminated, the Term shall automatically renew for additional one (1) year periods unless the Company or the Executive
provides written notice to the other party of its intention to terminate the Agreement no less than 60-days prior to the expiration
of the then current Term. Executive may terminate
the Agreement for Good Reason (as defined below) at any time upon 60 days’ written notice to Company, provided the Good
Reason has not been cured within such period of time (if reasonably capable of being cured). The
Company may terminate its employment of Executive under the Agreement for Cause (as defined below) at any time by written
notice to Executive.


 






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(B)
As used in the Agreement,
the term “Good Reason” shall mean any reduction in his then-current Salary; Company’s failure to pay or provide
required Salary; the relocation of Executive’s principal office location to an area outside of a twenty (20) mile radius
of Melville, New York; any material reduction or diminution in Executive’s authorities, duties, or responsibilities with
the Company; a material reduction of Executive’s employment benefits; material acts or conduct on the part of the Company
or its officers and representatives that are designed to force the resignation of Executive or prevent Executive from performing
his duties and responsibilities pursuant to this Agreement; the voluntary or involuntary dissolution of Company; the filing of
a petition in bankruptcy by Company or upon an assignment for the benefit of creditors of the assets of Company; or a material
breach of the provisions of the Agreement by the Company.


 


(C)
As used in the Agreement,
the term “Cause” shall mean any of the following:


 


		(i)	the
                                         Executive’s intentional falsification of records or results of the Company; the
                                         Executive’s theft or embezzlement of money or material property of the Company;
                                         the Executive’s perpetration or attempted perpetration of fraud, or the Executive’s
                                         participation in a fraud or attempted fraud, on the Company; Executive’s violation
                                         of the laws and regulations prohibiting insider trading, including but not limited to
                                         disclosing material non-public information concerning the Company to any third party
                                         who is not an officer or director of the Company; or the Executive’s misappropriation
                                         of any material tangible or intangible assets or property of the Company;



 


		(ii)	any
                                         act or omission by the Executive that constitutes a breach of the duty of loyalty to
                                         the Company, including but not limited to any undisclosed conflict of interest or material
                                         breach of the representations in Section 2 hereof or of any written conflict of interest
                                         policy of the Company in effect at the time the conduct occurs;



  


		(iii)	the
                                         Executive’s conviction of or plea of no contest to a felony (not including traffic
                                         violations); the Executive’s commission of an act of moral turpitude that would
                                         be reasonably expected to, or that does, damage the reputation of the Company or materially
                                         undermines the Executive’s ability to lead the Company as its President; or the
                                         Executive’s sexual or other prohibited harassment of, or prohibited discrimination
                                         against, any employee of the Company;



 






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		(iv)	if
                                         Executive uses controlled substances or abuses alcohol that adversely affects or interferes
                                         with the Executive’s performance for the Company;



 


		(v)	the
                                         Executive’s refusal or failure to carry out a lawful directive of the Board of
                                         Directors that has been communicated to Executive; or



 


		(vi)	a
                                         material breach by the Executive of any of the provisions of the Agreement that remains
                                         uncured for sixty (60) days after Executive’s receipt of written notice from the
                                         Company.



 


(D)
Payments to Executive Upon Termination of the Agreement.


 


(i)
In the event the Agreement is terminated prior to the expiration of the Term by the Company without Cause, the Company shall pay
to Executive the amounts set forth in this Section: (a) an amount equal to Executive’s accrued but unpaid Base Salary and
earned but unpaid Bonus prior to and including the Termination Date; (b) reimbursement for any reimbursable business expenses
incurred in accordance with the Agreement prior to and including the Termination Date; (c) the greater of Executive’s then
current Salary or $200,000, which shall be paid in accordance with the Company’s regular payroll cycle for one (1) year
after the effective date of such termination; and (d) the continuation of Executive’s medical and other benefits at the
Company’s cost and expense for one (1) year after the effective date of such termination. Further, any equity bonus shall
vest as set forth under Section 3 of the Agreement.


 


(ii)
In the event the Agreement is terminated prior to the expiration of the Term by the Executive with Good Reason, the Company shall
pay to Executive the amounts set forth in this Section: (a) an amount equal to Executive’s accrued but unpaid Base Salary
and earned but unpaid Bonus prior to and including the Termination Date; (b) reimbursement for any reimbursable business expenses
incurred in accordance with the Agreement prior to and including the Termination Date; (c) the greater of Executive’s then
current Salary or $200,000, which shall be paid in accordance with the Company’s regular payroll cycle for one (1) year
after the effective date of such termination; and (d) the continuation of Executive’s medical and other benefits at the
Company’s cost and expense for one (1) year after the effective date of such termination. Further, any equity bonus shall
vest as set forth under Section 3 of the Agreement.


 






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(iii)
In the event the Agreement is terminated prior to the expiration of the Term by the Company for Cause, the Company shall pay to
Executive the amounts set forth in this Section: (a) accrued but unpaid Salary and earned but unpaid Bonus prior to and including
the Termination Date; and (b) reimbursement for any reimbursable business expenses incurred in accordance with the Agreement prior
to and including the Termination Date.


 


(iv)
In the event the Agreement is terminated prior to the expiration of the Term by the Executive without Good Reason, the Company
shall pay to Executive the amounts set forth in this Section: (a) accrued but unpaid Salary and earned but unpaid Bonus prior
to and including the Termination Date; and (b) reimbursement for any reimbursable business expenses incurred in accordance with
the Agreement prior to and including the Termination Date.


 


(v)
In the event the Agreement is terminated prior to the expiration of the Term by the Company due to the Executive’s death
or Disability, the Company shall pay to Executive or his heirs, representatives, successors (a) an amount equal to Executive’s
accrued but unpaid Base Salary and earned but unpaid Bonus prior to and including the Termination Date; and (b) reimbursement
for any reimbursable business expenses incurred in accordance with the Agreement prior to and including the Termination Date.
Further, any equity bonus shall vest as set forth under Section 3 of the Agreement.


 


(vi)
Upon expiration of the Term if the Agreement shall not be renewed, the Company shall pay to Executive the amounts set forth in
this Section: (a) all of Executive’s accrued but unpaid Base Salary and earned but unpaid Bonus; and (ii) reimbursement
for any reimbursable business expenses incurred in accordance with the Agreement prior to and including the end of the Term. The
Company’s obligations under this Section shall survive the expiration or sooner termination of the Agreement.


 


		6.	Use.
                                         By signing the Agreement, Executive grants the Company and its agents the right and
                                         license, without further compensation to Executive, to use, publish, display and distribute,
                                         as often as desired in connection with the businesses of the Company, Executive’s
                                         name, biographical information, likeness and any photographs or videos that are taken
                                         of Executive during Executive’s employment by the Company or any photographs that
                                         Executive supplies to the Company. Executive may inspect and approve such uses of Executive’s
                                         name, biography, likeness and photographs and videos, which inspection and approval shall
                                         not be unreasonably withheld, delayed, or conditioned.



 






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		7.	Confidential
                                         Information. Executive acknowledges and agrees that:



 


(A)       during
the course of Executive’s employment with the Company, Executive will learn about, will develop and help to develop, and
will be entrusted in strict confidence with confidential and proprietary information and trade secrets that are owned by the Company
and that are not available to the general public or the Company’s competitors, including (1) its business operations, finances,
balance sheets, financial projections, tax information, accounting systems, value of properties, internal governance, structures,
plans (including strategic plans and marketing plans), shareholders, directors, officers, employees, contracts, client characteristics,
idiosyncrasies, identities, needs, and credit histories, referral sources, suppliers, development, acquisition, and sale opportunities,
employment, personnel, and compensation records and programs, confidential planning and/or policy matters, and/or other matters
and materials belonging to or relating to the internal affairs and/or business of the Company, (2) information that the Company
is required to keep confidential in accordance with confidentiality obligations to third parties, (3) communications between the
Company, its officers, directors, shareholders, members, partners, or employees, on the one hand, and any attorney retained by
the Company for any purpose, or any person retained or employed by such attorney for the purpose of assisting such attorney in
his or his representation of the Company, on the other hand, and (4) other matters and materials belonging to or relating to the
internal affairs and/or business of the Company, including information recorded on any medium that gives it an opportunity to
obtain an advantage over its competitors who do not know or use the same or by which the Company derives actual or potential value
from such matter or material not generally being known to other persons or entities who might obtain economic value from its use
or disclosure (all of the foregoing being hereinafter collectively referred to as the “Confidential Information”);


 


(B)        the
Company has developed or purchased or will develop or purchase the Confidential Information at substantial expense in a market
in which the Company faces intense competitive pressure, and the Company has kept and will keep secret the Confidential Information;


 


(C)        nothing
in the Agreement shall be deemed or construed to limit or take away any rights or remedies the Company may have, at any time,
under statute, common law or in equity or as to any of the Confidential Information that constitutes a trade secret under applicable
law.


 






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8.         Confidentiality
Covenants. To the extent that Executive developed or had access to Confidential Information before entering into the Agreement,
Executive represents and warrants that he has not used for his own benefit or for the benefit of any other person or entity other
than the Company, and Executive has not disclosed, directly or indirectly, to any other person or entity, any of the Confidential
Information. Unless and until the Confidential Information becomes publicly known through legitimate means or means not involving
any act or omission by Executive:


 


(A)       The
Confidential Information is, and at all times shall remain, the sole and exclusive property of the Company;


 


(B)       
except as otherwise permitted by the Agreement, Executive shall use commercially reasonable efforts to guard and protect the Confidential
Information from unauthorized disclosure to any other person or entity;


 


(C)        Executive
shall not use for Executive’s own benefit, or for the benefit of any other person or entity other than the Company, and
shall not disclose, directly or indirectly, to any other person or entity, any of the Confidential Information; and


 


(D)        Except
in the ordinary course of the Company’s businesses, Executive shall not seek or accept any of the Confidential Information
from any former, present, or future employee of any of the Company.


 


9.         Return
of Company Property. Upon the termination of Executive’s employment with the Company for any reason:


 


(A)       Executive
shall not remove from the property of the Company, and shall immediately return to the Company, all documentary or tangible Confidential
Information in Executive’s possession, custody, or control and not make or keep any copies, notes, abstracts, summaries,
tapes or other record of any type, on any medium, of any of the Confidential Information; and


 


(B)       Executive
shall immediately return to the Company any and all other property belonging to or relating to the Company which has been in Executive’s
possession, custody or control, including any and all office keys, file keys, identification cards, security cards, credit cards,
computer software and/or hardware, equipment, CD’s, DVD’s, USB devices, Company-business contact lists, client lists,
vendor lists, mailing lists, personnel files, business records, correspondence, memoranda, and financial documents, and any material
and other property which Executive prepared, or helped to prepare, or to which Executive had access, and any and all copies or
recordings of and extracts from any such materials and other property.


 


10.       Non-Solicitation.
Executive agrees that, without the prior express written consent of the Board of Directors, Executive shall not, directly or indirectly,
prior to the expiration of one (1) year after Executive ceases to be employed by the Company for any reason, on his own account,
or as an employee, consultant, adviser, partner, member, co-venturer, owner, manager, officer, director, or stockholder, of any
other person or other entity:


 






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(A)       with
regard to the Business, call on, solicit, or, accept business, or engagement from or provide services to (i) any of the clients
of the Company, (ii) prospects in the Company’s database, (iii) customers of the Company, (iv) employees of the Company
or (v) distribution channels of the Company who Executive learned or developed Confidential Information regarding, or provided
services to on behalf of the Company, at any time during the twelve (12) month period prior to the termination of Executive’s
employment with the Company for any reason, unless the Executive can demonstrate that Executive had a previous business relationship
in the Business with such party prior to and independent of Executive’s employment with the Company; and


 


(B)       (i)
solicit for employment or engagement any Current Employee (as defined below) of the Company, (ii) hire, employ, or engage any
Current Employee of the Company, or (iii) induce or influence, or seek to induce or influence, any Current Employee of the Company
to terminate his or her, or its employment or engagement with the Company for any reason. As used in the Agreement, a “Current
Employee” is a person who, at the time of the solicitation, employment, engagement, inducement or influence, is employed
by the Company, a person who was employed by the Company any time during the twelve (12) months prior to the time in question,
or, at the time in question, is employed by a third party and assigned to work more than twenty (20) hours per week for the Company.


 


11.  Intellectual
Property Rights.


 


(A)       As
used in the Agreement, the term “Inventions” means all procedures, systems, formulas, recipes, algorithms, methods,
processes, uses, apparatuses, compositions of matter, designs or configurations, computer programs of any kind, discovered, conceived,
reduced to practice, developed, made, or produced, or any improvements to them, and shall not be limited to the meaning of “invention”
under the United States patent laws. Executive agrees to disclose promptly to the Company any and all Inventions, whether or not
patentable and whether or not reduced to practice, conceived, developed, or learned by Executive during the Executive’s
employment with the Company or during a period of one hundred eighty (180) days after the effective date of termination of Executive’s
employment with the Company for any reason, either alone or jointly with others, which relate to or result from the actual or
anticipated business, work, research, investigations, products, or services of the Company, or which result, to any extent, from
use of the premises or property of the Company (each a “Company Invention”). Executive acknowledges and agrees that
the Company is the sole owner of any and all property rights in all such Company Inventions, including the right to use, sell,
assign, license, or otherwise transfer or exploit the Company Inventions, and the right to make such changes in them and the uses
thereof as the Company may from time to time determine. Executive agrees to disclose in writing and to assign, and Executive hereby
assigns, to the Company, without further consideration, Executive’s entire right, title, and interest (throughout the United
States and in all foreign countries) free and clear of all liens and encumbrances, in and to all such Company Inventions, which
shall be the sole property of the Company, whether or not patentable. This Section 12 does not apply to any Inventions: (1) for
which no equipment, supplies, facility, or Confidential Information of the Company were used; (2) that were developed entirely
on Executive’s own time; and (3) that do not relate at the time of conception or reduction to practice to the current business
of the Company or its actual or demonstrably anticipated research or development, or which do not result from any work performed
by Executive for the Company.


 






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(B)       
Executive acknowledges and agrees that all materials of the Company, including slides, PowerPoint or Keynote presentations, books,
pamphlets, handouts, audience participation materials and other data and information pertaining to the business and clients of
the Company, either obtained or developed by Executive on behalf of the Company or furnished by the Company to Executive, or to
which Executive may have access, shall remain the sole property of the Company and shall not be used by Executive other than for
the purpose of performing under the Agreement, unless a majority of the Board of Directors (the “Majority Board”)
provides their prior written consent to the contrary.


 


(C)        Unless
the Majority Board otherwise agrees in writing, Executive acknowledges and agrees that all writings and other works which are
copyrightable or may be copyrighted (including computer programs) which are related to the present or planned businesses of the
Company and which are or were prepared by Executive during the Executive’s employment with the Company are, to the maximum
extent permitted by law, deemed to be works for hire, with the copyright automatically vesting in the Company. To the extent that
such writings and works are not works for hire, Executive hereby disclaims and waives any and all common law, statutory, and “moral”
rights in such writings and works, and agrees to assign, and hereby does assign, to the Company all of Executive’s right,
title and interest, including copyright, in such writings and works.


 


(D)       Nothing
contained in the Agreement grants, or shall be deemed or construed to grant, Executive any right, title, or interest in any trade
names, service marks, or trademarks owned by the Company (all such trade names, service marks, and trademarks being hereinafter
collectively referred to as the “Marks”). Executive may use the Marks solely for the purpose of performing his duties
under the Agreement. Executive agrees that he shall not use or permit the use of any of the Marks in any other manner whatsoever
without the prior written consent of the Majority Board.


 






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(E)        Executive
further agrees to reasonably cooperate with the Company hereafter in obtaining and enforcing patents, copyrights, trademarks,
service marks, and other protections of the Company’s rights in and to all Company Inventions, writings and other works.
Without limiting the generality of the foregoing, Executive shall, at any time during and after his employment with the Company,
at the Company’s reasonable request, execute specific assignments in favor of the Company, or its nominee, of Executive’s
interest in any of the Company Inventions, writings or other works covered by the Agreement, as well as execute all papers, render
all reasonable assistance, and perform all lawful acts which the Company reasonably considers necessary or advisable for the preparation,
filing, prosecution, issuance, procurement, maintenance or enforcement of patents, trademarks, service marks, copyrights and other
protections, and any applications for any of the foregoing, of the United States or any foreign country for any Company Inventions,
writings or other works, and for the transfer of any interest Executive may have therein. Executive shall execute any and all
papers and documents required to vest title in the Company or its nominees in any Company Inventions, writings, other works, patents,
trademarks, service marks, copyrights, applications and interests to which the Company is entitled under the Agreement.


 


12.       Remedies.
Without limiting any of the other rights or remedies available to the Company at law or in equity, Executive agrees that
any actual or threatened violation of any of the provisions of Sections 8, 9, 10, 11 or 12 may be immediately restrained or enjoined
by any court of competent jurisdiction, and that any temporary restraining order or emergency, preliminary, or final injunctions
may be issued in any court of competent jurisdiction without notice and without bond. As used in the Agreement, the term “any
court of competent jurisdiction” shall include the state and federal courts sitting, or with jurisdiction over actions arising,
in Suffolk County, in the State of New York the jurisdiction, venue, and convenient forum of which are hereby expressly CONSENTED
TO by Executive and the Company, all objections thereto being expressly WAIVED by Executive and the Company. Notwithstanding anything
to the contrary contained in the Agreement, the provisions of Sections 2, 7 through 14 of the Agreement shall survive the termination
of the term of Executive’s employment with the Company for any reason.


 


13.       Independent
Covenants. The restrictive covenants and provisions contained in Sections 8, 9,10, 11 and 12 above shall be construed
as agreements which are independent of any other provision of the Agreement or any other understanding or agreement between the
parties, and the existence of any claim or cause of action of Executive against the Company, of whatsoever nature, shall not constitute
a defense to the enforcement by the Company of the covenants contained in the Agreement. Executive agrees to indemnify and hold
the Company harmless from and against any and all claims, demands, actions, losses, liabilities, costs, damages and expenses (including
reasonable attorneys’ fees and court costs) which the Company suffers, sustains, or incurs solely as a result of, in connection
with or arising out of Executive’s material breach of any of the restrictive covenants and provisions contained in Sections
8, 9, 10, 11 and 12 above, or the efforts of the Company to enforce the terms of the Agreement, including the restrictive covenants
contained in the Agreement.


 






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14.       Maximum
Enforcement. It is the desire of the parties that the provisions of Sections 8 through 12 of the Agreement be enforced
to the fullest extent permissible under the laws and public policies in each jurisdiction in which enforcement might be sought.
Accordingly, without in any way limiting the general applicability of Sections 15(G) and 15(I) of the Agreement, if any particular
portion of Sections 9, 10, 11, 12, 13 or 14 of the Agreement shall ever be adjudicated as invalid or unenforceable, or if the
application thereof to any party or circumstance shall be adjudicated to be prohibited by or invalid under such laws or public
policies, such Section or Sections shall be deemed amended to delete therefrom such portion so adjudicated, such deletion to apply
only with respect to the operation of such Sections or Sections in the particular jurisdiction so adjudicating on the parties
and under the circumstances as to which so adjudicated and only to the minimum extent so required, and the parties shall be deemed
to have substituted for such portion deleted words which give the maximum scope permitted under applicable law to such Section
or Sections. In the event of litigation between Executive and the Company, Executive undertakes to and shall, upon request of
the Company, stipulate in such litigation to any and all of the representations, warranties, and acknowledgments that Executive
has made in the Agreement. This Agreement shall be governed by and construed under the laws of the State of New York without regard
to principals of conflicts of laws provisions. In the event of any dispute between Company and Executive arising under or pursuant
to the terms of this Agreement, or any matters arising under the terms of this Agreement, the same shall be settled only by arbitration
through American Arbitration Association located in Suffolk County, New York, in accordance with the Code of Arbitration Procedure
published by American Arbitration Association. The determination of the arbitrators shall be final and binding upon Company and
Executive and may be enforced in any court of appropriate jurisdiction. The venue shall be in Suffolk County, New York.


 


15.   Miscellaneous.


 


(A)       Each
party agrees to cooperate with the other and to execute and deliver all such additional documents and instruments, and to take
all such other action, as the other party may reasonably request from time to time to effectuate the provisions and purposes of
the Agreement.


 


(B)       Whenever
the term “include,” “including,” or “included” is used in the Agreement, it shall mean including
without limiting the foregoing. The recitals to the Agreement are, and shall be construed to be, an integral part of the Agreement.
Any and all exhibits attached to the Agreement are incorporated by reference and constitute a part of the Agreement as if set
forth in the Agreement in their entirety.


 






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(C)       Except
as otherwise provided in the Agreement, all notices, requests, consents, and other communications required or permitted under
the Agreement shall be in writing and signed by the party giving notice, and shall be deemed to have been given when hand-delivered
by personal delivery, or by Federal Express or similar courier service, or three (3) business days after being deposited in the
United States mail, registered or certified mail, with postage prepaid, return receipt requested, addressed as follows:


 


If
to the Company:


68
South Service Road, Suite 100


Melville,
New York 11747


 


If
to the Executive:


15
Laurel Lane


Commack,
NY 11725


 


or
to such other address as either party may designate for himself or itself by notice given to the other party from time to time
in accordance with the provisions of the Agreement.


 


(D)       The
Agreement is personal to the Executive, and the Executive may not assign it or his rights under it. The Company may assign the
Agreement, including Executive’s confidentiality and other obligations under Sections 8, 9, 10, 11 and 12 of the Agreement,
along with the Company’s rights and remedies contained in Sections 11 through 14 of the Agreement, to any entity controlling,
controlled by, or under common control with the Company, or to any entity succeeding to the portion of the business that includes
employee’s primary job functions, substantially all of the business of the Company, or substantially all of the assets of
the Company. Subject to the foregoing, the Agreement shall be binding upon and shall inure to the benefit of the parties and their
respective heirs, personal and legal representatives, successors and assigns.


 


(E)       No
delay on the part of any party in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial
exercise by any party of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right
or remedy. The waiver of any breach or condition of the Agreement by either party shall not constitute a precedent in the future
enforcement of any of the terms and conditions of the Agreement.


 






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(F)       The
headings of Sections and Subsections contained in the Agreement are merely for convenience of reference and shall not affect the
interpretation of any of the provisions of the Agreement. The Agreement is deemed to have been drafted jointly by the parties,
and any uncertainty or ambiguity shall not be construed for or against either party as an attribution of drafting to either party.
Whenever the context so requires, the singular shall include the plural and vice versa. All words and phrases shall be construed
as masculine, feminine or neuter gender, according to the context.


 


(G)       Whenever
possible, each provision of the Agreement shall be construed and interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of the Agreement or the application thereof to any party or circumstance shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition without invalidating
the remainder of such provision or any other provision of the Agreement or the application of such provision to other parties
or circumstances.


 


(H)       All
discussions, correspondence, understandings, and agreements heretofore had or made between the parties relating to its subject
matter are superseded by and merged into the Agreement, which alone fully and completely expresses the agreement between the parties
relating to its subject matter, and the same is entered into with no party relying upon any statement or representation made by
or on behalf of any party not embodied in the Agreement, provided, however, that, any previous requirements that Executive
not disclose or use information of or concerning the Company that is confidential shall remain in full force and effect. Any modification
of the Agreement may be made only by a written agreement signed by both of the parties to the Agreement.


 


(I)       The
parties acknowledge and agree that the Company is headquartered in Suffolk County, New York. The parties further acknowledge and
agree that, to promote uniformity in the interpretation of this and similar agreements, the validity, construction, and enforceability
of the Agreement shall be governed in all respects by the internal laws of New York applicable to agreements made and to be performed
entirely within New York, without regard to the conflicts of laws principles of New York or any other state.


 






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(J)       Executive
agrees that during and following his employment with the Company he shall promptly advise the Chairman if he is served with a
subpoena or other legal process asking for a deposition, testimony, or other statement, or other potential evidence, including
documents or things, to be used in connection with any proceeding to which any of the Companies is a party.


 


(K)       The
Executive’s employment is contingent upon and subject to a credit and a criminal background check, educational and employment
reference checks, and a leadership profile evaluation, the results of all of which must be satisfactory to the Company before
the Executive may become employed with the Company.


 


(L)       All
payments to Executive under the Agreement shall be subject to such deductions for applicable withholding taxes, social security,
employee benefits, and the like as required or permitted by applicable law. Executive recognizes and agrees that he may be paid
under the Agreement and also employed by a payroll entity affiliated with the Company.


 


(M)       The
Agreement may be executed in any one or more counterparts, each of which shall constitute an original, no other counterpart needing
to be produced, and all of which, when taken together, shall constitute but one and the same instrument. For purposes of finalizing
the Agreement, the signature of any party on the Agreement, or any amendment hereto, transmitted electronically may be relied
upon as if such document were an original document.


 


(N)       The
parties represent and warrant to each other that they have read the Agreement in its entirety, that they understand the terms
of the Agreement and understand that the terms of the Agreement are enforceable, that they have had ample opportunity to negotiate
with each other with regard to all of its terms, that they have entered into the Agreement freely and voluntarily, that they intend
to and shall be legally bound by the Agreement, and that they have full power, right, authority, and competence to enter into
and execute the Agreement.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Executive Employment Agreement as of the date first above written.


 





	 	NEXXIS INC.
	 	 	 
	 	By:	/s/Charles M. Piluso
	 	Name: Charles M. Piluso
	 	Title: Chief Executive Officer
	 	 	 
	 	/s/John Camello
	 	John Camello







 


AGREED
AND ACKNOWLEDGED


 


Data
Storage Corporation


 


	By:	/s/Charles M. Piluso	 
	Name: Charles M. Piluso	 
	Title: Chief Executive Officer	 












 




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Exhibit
A 


 


EXECUTIVE’S
DUTIES


 


Duties
of Executive pursuant to the Agreement include, but are not limited to the following:


 


		1.	Executive
                                         will be directly responsible for the day-to-day operations and management of the Company;



 


		2.	Executive
                                         will negotiate and work with vendors to result in the intended services and ensure the
                                         highest levels of quality service;



 


		3.	Executive
                                         will establish an agreement with VoIP providers and with other network carriers to provide
                                         internet and MPLS network services on a wholesale arrangement;



 


		4.	Executive
                                         will establish a vendor contract with a third-party billing and tax company;



 


		5.	Executive
                                         will work with equipment manufacturers and distributors of any equipment required by
                                         the Company;



 


		6.	Executive
                                         will establish competitive pricing;



 


		7.	Executive
                                         will create a distribution channel;



 


		8.	Annual
                                         Business Plan and Budget.



 


		(i)	Executive,
                                         on an annual basis, will draft and prepare the Company’s annual business plan and
                                         budget to be approved on an annual basis by the respective Boards of Directors of Data
                                         Storage Corporation and the Company.



 


		(ii)	Upon
                                         requisite approval of the annual business plan by the respective Boards of Directors
                                         of Data Storage Corporation and the Company, an annual budget for the Company will be
                                         established by Executive and approved by the respective Boards of Directors of Data Storage
                                         Corporation and the Company on an annual basis.



 


		(iii)	The
                                         Company’s implementation of its annual business plan shall be measured and assessed
                                         by the respective Boards of Directors of Data Storage Corporation and the Company on
                                         a monthly basis in a financial and operating review of the Company.



 


		(iv)	The
                                         Company’s initial annual business plan shall be delivered by Executive to the respective
                                         Boards of Directors of Data Storage Corporation and the Company within 90 days of the
                                         Start Date of this Agreement.



 


		(v)	Within
                                         90 days of the Start Date of this Agreement, Data Storage Corporation shall provide to
                                         the Company up to an additional $150,000 in capital, over and above Executive’s
                                         salary and health benefits, to be utilized by the Company in connection with its business
                                         plan during the initial 12 months following the Start Date.



 






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		9.	Executive
                                         will submit timely, agreed-to reports and monthly financial and operating reviews; and,



 


		10.	Executive
                                         will manage cash flows of the Company’s business.




 






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Exhibit
B 


 


EXECUTIVE
COMPENSATION


 


Subject
to the terms and conditions of the Agreement, as compensation for Executive’s services performed pursuant to the Agreement,
the Company agrees to pay, or cause to be paid, to Executive, and Executive agrees to accept, the compensation as set forth below
during the term of Executive’s employment with the Company.


 


(A)
Initial Compensation. Commencing on the Start Date, the Executive shall receive monthly distributions comprised
of 100% of the adjusted gross profit of the Company (the “Initial Monthly Distributions”), which such Initial Monthly
Distributions shall represent the gross profit of the Company minus (1) the total cost of the services (COGS), (2) sales commissions,
(3) third party billing and (4) third party tax services. The Executive shall receive the Initial Monthly Distributions until
the occurrence of the Threshold Event (as defined below).


 


(B)
Initial Salary. Commencing on the Start Date and throughout the Term, Executive shall receive a salary from Data
Storage Corporation in the approximate amount of $46,000 (the “Initial Salary”). In addition to the Initial Salary,
Executive will receive access to Data Storage Corporation’s health insurance benefits programs (the “DSC Plan”),
under the same terms and conditions of the DSC Plan as offered to all of Data Storage Corporation’s employees executives.


 


(C)
Salary and Compensation Change Upon Threshold Event Achievement. Upon the Executive achieving monthly distributions
in the amount of $16,667 per month for three (3) consecutive months (the “Threshold Event”), immediately thereafter
(a) the Initial Monthly Distributions will cease being issued to the Executive, (b) the Initial Salary will cease being paid to
Executive and (c) Executive will be placed on an annual base salary in the amount of $150,000 (the “Base Salary”).
The Base Salary shall commence upon the occurrence of the Threshold Event and shall be payable in periodic equal installments
in accordance with the normal payroll practices of the Company, but in no event less often than bi-monthly. The Executive’s
Base Salary will be subject to modification during the Executive’s employment in accordance with the Company’s practices,
policies, and procedures but will not be reduced without Executive’s agreement.


 


(D)
Equity Awards. Commencing on the Start Date and throughout the Term, Executive shall also be entitled to an issuance
of Stock Options (the “Options”) in accordance with the stock incentive plan of Data Storage Corporation. The amount
of such Options is being considered by the Board of Directors.


 






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(E)
Management Bonuses. During the Term, the Executive shall be entitled to receive (i) a management bonus comprised
of twenty five percent (25%) of the Company’s net profits which are available in free cash flow and trued-up each quarter
to be paid on a quarterly basis and (ii) additional compensation as may be granted to the Executive by the Board of Directors,
in its sole discretion.


 


(F)       Executive
Bonus. During the Term, the Executive shall be eligible to receive an executive bonus pursuant to which Executive may
earn an additional $50,000 per annum (the “Executive Bonus”), which such Executive Bonus may be issued to the Executive
in the form of Data Storage Corporation common stock options, cash or a combination thereof, upon the Company achieving certain
milestones and/or benchmarks in accordance with the Company’s business plan.


 


(G)       Stock
Incentive Program.


 


(a)       At
the sole discretion of the Board of Directors of Data Storage Corporation, the Executive will be entitled earn Data Storage Corporation
stock options (the “Options”) to acquire shares of common stock of Data Storage Corporation in accordance with a “Revenue
Benchmark Program” (as defined below) and related vesting schedule as more fully described below pursuant to which the Options
will be issued to Executive on a semi-annual basis for the first two (2) years of Executive’s employment upon the Company
achieving certain milestones determined by the parties (the “Benchmarks”) in connection with the Revenue Benchmark
Program. Benchmark bonus achievement can be adjusted: No incentive below 50% of Benchmarks and additional incentives for exceeding
Benchmarks up to 150%. The Benchmarks to be achieved by the Company in connection with the issuances and vesting of the Options
to Executive are more fully described below.


 


(b)       Revenue
Benchmark Program. The Benchmarks to be achieved by the Company in connection with the issuances and vesting of the Options
to Executive will be as follows:


 





	Timeframe	Revenue	Stock Options
	2H’17	$5,900	 
	1H’18	$100,281	 
	2H’18	$404,909	 
	1H’19	$541,905	 




 






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(c)       The
vesting of any unvested shares of common stock, preferred stock or shares underlying stock options held by Executive are subject
to the terms and conditions of the Data Storage Corporation Stock Incentive Plan and this Agreement.


 


(d)       The
Board of Directors of Data Storage Corporation will determine the Options amounts within 90 days of the Start Date of this agreement.


 


(H)       Other
Benefits. The Executive shall be eligible to participate in such pension, life insurance, health insurance, disability
insurance and other benefit plans, if any, which Data Storage Corporation may from time to time make available to similar-level
employees. Data Storage Corporation will pay for Executive’s reasonable benefits during the initial 90 day waiting period.


 


(I)
Vacation. Executive shall be entitled to four (4) weeks of paid vacation during each one-year period of his employment
by the Company, which vacation time shall be taken at such time or times in each such one-year period so as not to materially
and adversely interfere with the performance
of his responsibilities under this Agreement. Data Storage Corporation does not commit to carry-over vacation days. Executive
is entitled to reference the Data Storage Employee Handbook for additional information on benefits.


 






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