Exhibit 10.22





 


STOCKHOLDERS
AGREEMENT


 


STOCKHOLDERS
AGREEMENT dated as of November 13, 2017 (this “Agreement”), by and among NEXXIS INC., a Nevada corporation (the “Company”),
and each holder of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), who is or becomes
a party to this Agreement (collectively, the “Stockholders”).


 


WHEREAS,
after giving effect to the Company’s articles of incorporation (the “Articles”), which have been approved by
the Stockholders, the Company has authorized capital stock consisting of 10,000,000 shares of Common Stock, of which an aggregate
of 1,000,000 shares of Common Stock (the “Securities” or the “Shares”) will initially be issued and outstanding;


 


WHEREAS,
the Stockholders desire to promote the best interests of the Company by providing for the management of the Company and by regulating
the transfer and voting of shares of Common Stock and certain other matters; and


 


WHEREAS,
in the event any Stockholder transfers the Securities, then the party acquiring the Securities is required to enter this Agreement
with the Company.


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.       Shares
Owned by Stockholders.


 


1.1       Contemporaneously
with the execution of this Agreement:


 


(a)       The
Company is issuing and selling to the Stockholders and the Stockholders are purchasing from the Company, an aggregate of one million
(1,000,000) shares of Common Stock pursuant to Subscription Agreements (the “Subscription Agreements”) dated the date
of this Agreement.


 


(b)       After
giving effect to the transactions described in this Section 1.1, the outstanding shares of Common Stock will be owned as follows:


 


	Name	 	Shares	 	 	Percentage of Ownership	 
	 	 	 	 	 	 	 
	Data Storage Corporation	 	 	800,000	 	 	 	80.00	%
	John Camello	 	 	200,000	 	 	 	20.00	%
	 	 	 	 	 	 	 	 	 
	Total:	 	 	1,000,000	 	 	 	100.00	%





 



    	



     


    

 


1.2       Each
Stockholder represents and warrants to the other Stockholders and the Company that all of the shares referred to in Section 1.1
of this Agreement as being owned by such Stockholder are and will be, upon issuance thereof as provided in Section 1.1 of this
Agreement, owned by such Stockholder free and clear and not subject to any pledge, security interest, lien, option, right or other
encumbrance, except for the escrow agreements referred to in this Agreement.


 


1.3       Any
additional shares of Common Stock which any Stockholder may acquire, whether from the Company or another Stockholder or otherwise,
shall be subject to this Agreement in the same manner as if such shares were owned by such Stockholder on the date of this Agreement.


 


		2.	Restrictions
                                         on Transfer. 



 


2.1       Prohibited
Transfer. No Stockholder shall voluntarily or involuntarily (whether by operation of law or otherwise) sell, assign, transfer,
devise, encumber, pledge, give, bequeath, hypothecate or otherwise dispose of (“Transfer”) any or all of the Shares
now or hereafter legally or beneficially owned by a Stockholder, except as otherwise specifically provided in this Agreement.
Any Transfer of Shares made by any Stockholder shall be void unless otherwise specifically authorized by this Agreement. The Company
or its transfer agent shall not permit any transfer to be recorded on the books unless the transfer is made in accordance with
this Agreement.


 


2.2       Legend.
Each stock certificate representing the Shares that are subject to this Agreement shall bear the following legend (together with
any other legend required or appropriate for compliance with state and federal securities laws):


 


“This
certificate and the shares of stock represented by it are held subject to the terms and restrictions of that certain Stockholders’
Agreement, dated as of November 13, 2017 by and among certain holders of its securities (the “Agreement”) and all amendments
thereto, and may not be sold, pledged, assigned, distributed, bequeathed, encumbered, gifted, devised, hypothecated or otherwise
transferred except in accordance with the terms and provisions thereof. A copy of the Agreement, and any and all amendments thereto,
is on file in the office of the secretary of the Company.”


 


		3.	Transfers
                                         of Shares.



 


3.1.       Restrictions
on Resales. The Minority Stockholder (as defined below) may not sell, transfer or convey, or otherwise dispose of, in one
or a series of transactions, Shares owned by the Minority Stockholder to any person or entity without the express written consent
of Data Storage Corporation (the “Principal Stockholder”), subject to the terms of this Agreement.


 






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For
purposes of this Agreement, the term “Affiliate” means any corporation, association, partnership, limited liability
company, trust, joint venture, unincorporated organization, business, or other legal entity or family member that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Selling Stockholder.


 


3.2       Tag
Along Rights. If at any time or from time to time, the Principal Stockholder proposes to sell any Shares, then any of the
other Stockholders of the Company that are part of this Agreement (each, a “Minority Stockholder”) may include in
the sale to the proposed transferee, on the same terms and conditions, Shares owned by the Minority Stockholder. The Principal
Stockholder shall not consummate or enter into any agreement to consummate such sale unless the prospective purchaser also offers
to purchase a corresponding percentage of the Shares of each Minority Stockholder that has exercised his, her, or its right to
participate in such sale under this Section 3.2 at the same price and on the same other terms as the prospective purchaser offered
to purchase the Shares of the Principal Stockholder (the “Tag-Along Right”).


 


(a)       If
the Principal Stockholder desires to sell in accordance with this Section, it shall communicate in writing such election (a “Tag
Along Notice”), which communication shall state (i) the number of Offered Shares that the Principal Stockholder desires
to sell, (ii) the name and address of the prospective purchaser, and (iii) the material terms of such sale, including the amount
of consideration (and the value of any non-cash consideration) offered by the prospective purchaser. The Tag Along Notice shall
be delivered in person or mailed to the Minority Stockholder at the address set forth in the books and records of the Company
in accordance with this Agreement within ten (10) days of the date of such offer.


 


(b)       Within
thirty (30) days from the delivery of the Tag Along Notice, the Minority Stockholder may elect to exercise his, her, or its Tag-Along
Right by delivering written notice to the Approving Shareholders of his, her or its election to participate in the sale of the
Shares being offered for sale. If a Minority Stockholder exercises his, her or its Tag Along Rights, such Minority Stockholder
shall request the Principal Stockholder to submit an offer (the “Revised Offer”) to the prospective purchaser to include
for purchase all or none of the Shares of the Minority Stockholder on the same terms as conditions (“Original Conditions”)
under which the prospective purchaser would purchase Shares from the Principal Stockholder. The Revised Offer shall be required
to be submitted within 20 days of such request.


 


(c)       If
a Revised Offer is submitted with terms of sale substantially equal to or greater than the Original Conditions, the Principal
Stockholder shall be obligated to accept the Revised Offer and consummate the sale contemplated thereby. If the terms and conditions
contained in the Revised Offer are not substantially equal to or greater than the Original Conditions, then the Principal Stockholder
shall have the right to cause the Revised Offer to be rejected by the Principal Stockholder.


 






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3.3       Drag-Along
Rights. Anything in this Agreement to the contrary notwithstanding, if the Principal Stockholder proposes to transfer its
shares to a third-party buyer as permitted by the terms of this Agreement, the Principal Stockholder shall notify the Minority
Stockholder in writing of such proposed sale, the terms and conditions thereof and provide documentary evidence of the identity
of such third-party buyer and its relationship to the Principal Stockholder. The Principal Stockholder shall have the right (a
“Drag-Along Right”) to force the Minority Stockholder to participate in the transfer of shares to the third-party
buyer on the same terms and conditions upon which the Principal Stockholder participates in such transfer to the third-party buyer.


 


3.4       Acquisition
of Minority Stockholder Shares by Principal Stockholder. The Principal Stockholder shall have the right during the Term (as
defined herein) of this Agreement to acquire all of the issued and outstanding Minority Stockholder Shares at any time after the
18-month anniversary of the filing of the Articles based on a formula of 4.5 times the Company’s EBITDA. The EBITDA multiple
resulting from the forgoing calculation shall be based on end-user accounts which are invoiced by the Company for their services.
Commission revenue to be included in the above EBITDA multiple shall be limited to ten percent (10%) of the Company’s overall
revenue. Commission revenue is defined as services billed by a third party resulting in a commission payment to the Company.


 


3.5       Transfers
by Operation of Law. If any Stockholder’s Shares are transferred by operation of law due to such Stockholder’s
bankruptcy, an attachment and levy on the Shares by such Stockholder’s creditor or resulting from some other event (collectively,
a “Transfer by Operation of Law”), then the other Stockholders and the Company shall have the right to acquire such
Shares in a manner consistent with this Agreement. The purchase price of such Shares shall be determined by the parties to such
transaction, or absent an agreement within twenty (20) days after such Transfer by Operation of Law, by arbitration. The effective
date of the transfer of the Shares of such Stockholder to the other Stockholders or the Company shall be the day immediately preceding:
(A) the bankruptcy of such Stockholder; (B) the date such Stockholder’s creditor attaches and levies against such Shares;
or (C) the date on which the Shares are otherwise transferred by operation of law. 


 


3.6       Conditions
of Sale. The Shares sold pursuant to this Section shall be free and clear of all liens, claims, and encumbrances whatsoever
except those arising under this Agreement. The offer from a third party as provided in this Agreement shall be accompanied by
the deposit of ten percent (10%) of the purchase price in cash with an escrow agent.


 


3.7       Failure
to Deliver Shares. If any party required under this Agreement fails to give any notice, make any offer, sell any Shares,
or close any sale, then any Stockholder of the Company may institute and maintain a proceeding to compel the specific performance
of this Agreement by the defaulting party, and the successful party or parties shall be entitled to all court costs and reasonable
trial and appellate attorney’s fees incurred in such proceeding.


 


3.8       Termination
of Restrictions on Transfer. The rights, restrictions and procedures contained in this Section shall terminate immediately
prior to the closing of an initial public offering of the Common Stock of the Company, or immediately prior to the consummation
of an Approved Sale. “Approved Sale” means a sale of the entire Company, whether such sale is structured as a sale
of all of the Company’s outstanding shares of capital stock, a sale of all or substantially all of the assets of the Company,
or as a merger, consolidation or otherwise.


 






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		4.	Corporate
                                         Opportunity; Confidentiality.



 


4.1       During
the term of this Agreement, the Company may disclose or make known to the Stockholders, and the Stockholders may be given access
to or may become acquainted with, certain information, trade secrets or both relating to the Company and/or the business of the
Company, including but not limited to confidential information and trade secrets regarding tapes, computer programs, designs,
skills, procedures, methods, documentation, drawings, facilities, customers, policies, marketing, pricing, sales lists and leads,
and other information and know-how, not previously known to such Stockholder(s), all relating to or useful in the Company’s
business or the business of its affiliates (collectively “Confidential Information”), and which the Company considers
proprietary and desires to maintain confidential.


 


4.2       During
the term of this Agreement and at all times thereafter, the Stockholders shall not in any manner, either directly or indirectly,
divulge, disclose or communicate to any person or firm, except to or for the Company’s benefit as directed by the Company,
any of the Confidential Information which he may have acquired in the course of or as an incident to his status as a Stockholder,
director, consultant, agent or employee of the Company, the parties agreeing that such Confidential Information affects the successful
and effective conduct of the Company’s business and its goodwill and that any breach of the terms of this Section is a material
breach of this Agreement. All equipment, documents, memoranda, reports, records, files, materials, samples, books, correspondence,
lists, other written and graphic records, and the like (collectively, the “Materials”), affecting or relating to the
Company or its business, which a Stockholder shall prepare, use, construct, observe, possess or control shall be and remain the
Company’s sole property. If at any time a Stockholder shall cease to be a Stockholder of the Company, the Materials and
all copies thereof in the custody or control of any such Stockholder shall be delivered promptly to the Company.


 


4.3       Stockholders
agree that during the term of this Agreement (as defined herein) and until the first anniversary of the expiration of the Term
of this Agreement, the Minority Stockholder will not, except with the prior written consent of the Board of Directors, directly
or indirectly, either for himself or for any other person, partnership, corporation, joint venture, business trust, cooperative,
limited partnership or any other entity, solicit any (i) clients of the Company, (ii) prospects in the Company’s database
or otherwise, (iii) distribution channels of the Company, (iv) customers of the Company or (v) employees of the Company.


 


		5.	Management
                                         of the Company/Board of Directors and Future Capital Contributions.



 


5.1       The
Board of Directors of the Company shall be responsible for the overall management of the Company. All Stockholders agree to vote
for the Directors nominated by respective parties to this Agreement. The Board of Directors shall initially consist of three (3)
directors. Each of the Shareholders agrees to vote his, her or its Shares to elect the Shareholders as directors of the Company,
and such Shareholders agree to accept such directorship until his, her or its resignation or removal in accordance with the Company’s
bylaws and all other corporate governing documents.


 






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5.2
      Any future capital infusion requirements shall be determined by the Board of Directors.







 


		6.	Distributions
                                         of Income and Losses. 



 


6.1       Determination
of Net Income and Loss. The net profits or net losses of the Company for each fiscal year will be determined on an accrual
basis in accordance with generally accepted principles of accounting.


 


6.2       Annual
Distributions of Net Income. Annual post-audit profit distributions (the “Annual Distributions”) shall be issued
to the Company’s Stockholders in connection with the revenue of the Company (i) on a pro-rata basis (i.e. based on each
Stockholder’s percentage of ownership of the Company), (ii) based on no less than 50% of each Stockholder’s ownership
of the Company and (iii) such Annual Distributions shall be based on and comprised of available cash; provided, however,
that if cash is not available to issue Annual Distributions, any unissued Annual Distributions shall accrue and be issued within
30 days of the requisite cash becoming available in connection with such unissued Annual Distributions. At the sole discretion
of the Board of Directors of the Company Annual Distributions may be issued to the Company’s Stockholders based on no more
than 50% of each Stockholder’s ownership of the Company. As additional cash of the Company may from time to time become
available, additional distributions may be made to the Stockholders based on no less than 50% of each Stockholder’s ownership
of the Company. No Shareholder shall have priority over any other Shareholder either as to the return of his, her, or its capital
infusions or as to distributions made by the Company. 


 


7.       Services
to be Provided by Principal Stockholder. The Principal Stockholder shall provide certain services and resources (the “Principal
Stockholder Services”) to the Company during the Term of this Agreement, which such Principal Stockholder Services are set
forth on Exhibit A attached hereto.


 


8.       Termination.


 


8.1       Term. This
Agreement shall continue in force as to each Stockholder until such time as that Stockholder owns Common Stock or securities convertible
into Common Stock in an amount equal to zero percent (0.0%) of the then outstanding shares of Common Stock.


 


8.2       Termination. This
Agreement shall terminate and all rights and obligations hereunder shall cease upon the mutual agreement of the Stockholders. 


 






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		9.	Miscellaneous
                                         Provisions.



 


9.1       Conflicts.
In the event of a conflict between the terms of this Agreement and similar terms in an option agreement or other agreement governing
shares of stock held by a Stockholder, the terms of this Agreement shall govern. 


 


9.2       Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the beneficiaries, heirs and representatives of
the Stockholders and the successors and assigns of the Company.


 


9.3       Jurisdiction,
Venue and Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of
the State of New York, without regard to such State’s principles of conflict of laws, except to the extent that the General
Corporation Law of the State of Nevada applies. The parties irrevocably and unconditionally agree that the exclusive place of
jurisdiction for any action, suit or proceeding (“Actions”) relating to this Agreement shall be in the federal
or state courts sitting in Suffolk County, New York, and each such party hereby irrevocably and unconditionally agrees to submit
to the jurisdiction of such courts for purposes of any such Actions. Each party irrevocably and unconditionally waives any objection
it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final judgment in any such Action
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall
be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. 


 


9.4       WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


9.5       Counterparts.
This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all
such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.


 


9.6       Stock
Splits, etc. All share numbers used in this Agreement are subject to adjustment in the case of any stock split, reverse stock
split, combination or similar events.


 






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9.7       Notices.
All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered
personally, sent by registered or certified mail, return receipt requested, postage prepaid, sent via overnight delivery service
or sent via facsimile, and shall be effective (1) when personally delivered, (2) on the day following delivery to an overnight
courier service if sent for delivery within the United States (or on the second business day following delivery to such courier
service if sent for delivery outside the United States), (3) on the business day following receipt of transmission if sent via
facsimile, or (4) on the fifth business day after the date of mailing if sent by registered or certified mail, in each case to
the following addresses:


 


To
the Board or the Company:


 


Nexxis
Inc.





68
South Service Road, Suite 100





Melville,
New York 11747





Attn:
Charles M. Piluso, CEO


 


To
the Stockholders:


 


At
the address set forth on signature pages attached hereto.


 


Addresses
may be changed by written notice sent to the other party at the last recorded address of that party.


 


9.8        Amendments
and Waivers. No change or modification to this Agreement shall be valid unless the same is in writing and signed by the parties
hereto. Subject to the previous sentence, no waiver of any provision of this Agreement shall be valid unless in writing and signed
by the party against whom it is sought to be enforced. The failure of any party at any time to insist upon strict performance
of any condition, promise, agreement or understanding set forth herein shall not be construed as a waiver or relinquishment of
the right to insist upon strict performance of the same or other condition, promise, agreement or understanding at a future time.


 


9.9        Severability.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for
any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement.


 


9.10      Prior
Understandings. This Agreement embodies the entire understanding of the parties hereto, and supersedes all other oral or
written agreements or understandings between them regarding the subject matter hereof. In the event of any conflict between the
terms of this Agreement and the terms of any other agreement, the terms of this Agreement shall control. No change, alteration
or modification hereof may be made except in writing, signed by each of the parties hereto. The headings in this Agreement are
for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning
hereof.


 


9.11      Further
Assurances. From and after the date of this Agreement, upon the request of a party, the other parties shall execute and deliver
such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.


 






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9.12     Dealings
in Good Faith; Best Efforts. Each party hereto agrees to act in good faith with respect to the other party or parties in
exercising its rights and discharging its obligations under this Agreement. Each party further agrees to use its best efforts
to ensure that the purposes of this Agreement are realized and to take all steps as are reasonable in order to implement the operational
provisions of this Agreement. Each party agrees to execute, deliver and file any document or instrument necessary or advisable
to realize the purposes of this Agreement.


 


9.13     Indemnification
by Company. The Company agrees to indemnify and hold each of the Shareholders harmless from and against any claim, loss,
damage, liability or cost asserted against or incurred by such Shareholder that is attributable to the services rendered in that
capacity, except for any such claim, loss, damage, liability or cost determined by a court having proper jurisdiction, to be the
direct result of an act by the Shareholder that is: (i) unlawful; (ii) caused by such Shareholders’ bad faith, gross negligence
or willful misconduct, or (ii) specifically outside the scope of such Shareholder’s authority.


 


9.14     Inspection
Rights. Upon reasonable notice from a Shareholder, the Company shall, and shall cause its directors, officers and employees
to, afford each Shareholder reasonable access during normal business hours to (i) the Company’s properties, offices, plants
and other facilities and (ii) the corporate, financial and similar records, reports and documents of the Company, including, without
limitation, all books and records, minutes of proceedings, internal management documents, reports of operations, reports of adverse
developments, copies of any board of director letters to Shareholders, and to permit the Shareholder to examine such documents
and make copies thereof.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Agreement or caused this Agreement to be duly executed by their respective
officers or other representatives thereunto duly authorized as of the day and year first set forth above.


 





	 	THE COMPANY:
	 	 	 
	 	NEXXIS INC.
	 	 	 
	 	By:	/s/Charles
    M. Piluso
	 	 	Name: Charles M. Piluso
	 	 	Title: CEO 



  




    	



     


    

 


IN
WITNESS WHEREOF, the undersigned hereby executes the Stockholders Agreement of Nexxis Inc. dated as of November 13, 2017 (the “Agreement”)
and hereby agrees to become a party to the Agreement, effective as of the date hereof, and hereby agrees that the undersigned
is a “Stockholder” as defined in the Agreement and shall be bound by all the terms and provisions of the Agreement
as though an original signatory thereto and that the Securities acquired by the undersigned are “Securities” subject
to the terms of the Agreement. The undersigned acknowledges receipt of a copy of the Agreement and acknowledges that the undersigned
has read the Agreement and is familiar with its terms.





	 	 	 	 
	Principal Stockholder:	 	Minority Stockholder:
	 	 	 	 
	Data Storage Corporation	 	 
	 	 	 	 
	By:	/s/Charles
    M. Piluso	 	/s/John
    Camello
	Name: Charles M. Piluso	 	John Camello
	Title: CEO	 	 
	 	 	 	 
	68 South Service Road, Suite
    100	 	15 Laurel Lane______
	Number and Street	 	Number and Street
	 	 	 	 
	Melville, New York 11747	 	Commack, New York 11725
	City, State and Zip	 	City, State and Zip




 




    	



     


    

 


Exhibit
A


  


PRINCIPAL
STOCKHOLDER SERVICES


 


The
Principal Stockholder shall provide, or cause to be provided, to the Company certain ongoing services and resources including,
but not limited to:


 


		A.	Finance
                                         and Administration:



 


		i.	Payroll; 






		ii.	Human
                                         resources;






		iii.	Administrative
                                         support;






		iv.	Accounting
                                         and Bookkeeping;






		v.	General
                                         office space and required equipment and services to conduct business; and






		vi.	Legal
                                         support as required for Vendor and Customer contract negotiations, new-hires, general
                                         counsel, etc.



 


		B.	Sales
                                         and Marketing:



 


		i.	Access
                                         to all marketing companies and vendors, which will offer counsel and provide for all
                                         marketing campaigns, client surveys and events;



 


		ii.	Creation
                                         of a website and further development of the current website;



 


		iii.	Access
                                         to Data Storage Corporation’s customer base and contacts for cross selling with
                                         coordination from Data Storage Corporation; and



 


		iv.	Warm
                                         introductions by Data Storage Corporation management to their customer base and Channel
                                         Partners to enable and support the Company’s sales efforts for rapid expansion.
                                         For example, webinars, joint calls and email campaigns.



 


		C.	Operations
                                         and engineering:



 


		(i)	Technical
                                         support for networking to Data Storage Corporation clients for internet and dedicated
                                         circuits for access to Data Storage Corporation’s IaaS, SaaS and Disaster Recovery
                                         solutions;



 


		(ii)	The
                                         Company will be permitted to obtain technical support from a third party in the event
                                         Data Storage Corporation and Hosted Voice Wholesale Providers cannot provide the necessary
                                         technical support for Hosted Voice Sales, Installation and Service;



 


		(iii)	Access
                                         to Data Storage Corporation cages and collocations providers for required equipment;
                                         and



 


		(iv)	Technical
                                         support for selection, installation, and ongoing requirements of products and services
                                         acquired for the Company’s portfolio.