Exhibit 10.2


 


PLACEMENT AGENCY AGREEMENT


 


July19, 2021


 


Data Storage Corporation


48 South Service Road


Melville, New York 11747


Attention: Charles M. Piluso, CEO


Email: cpiluso@datastoragecorp.com


 


Dear Mr. Piluso:


 


This letter (the
“Agreement”) constitutes the agreement by and between Maxim Group LLC (“Maxim” or the “Placement
Agent”) and Data Storage Corporation, a company incorporated under the laws of the State of Nevada (the “Company”),
pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of registered shares of common stock (the
“Shares”) of the Company, par value $0.001 per share (“Common Stock”) and unregistered warrants
to purchase shares of Common Stock (the “Warrants” and together with the Shares, the “Securities”).
The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power
or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement.
This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including
but not limited to the Purchase Agreement (as defined below) and the form of the Warrants, shall be collectively referred to herein
as the “Transaction Documents.” The date of the closing of the Placement shall be referred to herein as the
“Closing Date.” The Company expressly acknowledges and agrees that the obligations of the Placement Agent hereunder
are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement
Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success
of the Placement Agent with respect to securing any other financing on behalf of the Company. Following the prior written consent
of the Company, the Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf
in connection with the Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement
(the “Purchase Agreement”) between the Company and such Purchaser in a form mutually agreed upon by the Company
and the Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase
Agreement. Prior to the signing of any Purchase Agreement, executive officers of the Company will be available upon reasonable
notice and during normal business hours to answer inquiries from prospective Purchasers.


 


SECTION 1.
       REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.            Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein
by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:


 



    	 



    	 



    

 


1.             The Company has
prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-3 (Registration No. 333-257812), and any amendments thereto, and related preliminary prospectuses, for the
registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, which registration
statement, as so amended (including post-effective amendments, if any) became effective on July 16, 2021. At the time of such filing,
the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements
set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission
pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”)
of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating
to the placement of the Shares and the plan of distribution thereof and has advised the Placement Agent of all further information
(financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the
exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”;
such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”;
and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in
this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and
include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on
or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be;
and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with
respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include
the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or
the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included,” “described,”
“referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or
the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements
and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base
Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement
or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending
or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free
Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.


 






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2.             The Registration
Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities
Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in
all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and,
as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and the Prospectus
Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the
applicable Rules and Regulations. Each of the Base Prospectus, and the Prospectus Supplement, as amended or supplemented,
did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated
Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act
and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect
to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances
under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus,
or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events
arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth
therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection
with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will
not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus,
or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described
or filed as required or (y) will not be filed within the requisite time period.


 



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3.              The Company will
not, without the prior consent of the Placement Agent, prepare, use or refer to, any Free Writing Prospectus.


 


4.             There are no
affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any
five percent (5.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and SEC Reports.


 


B.             Covenants of
the Company.


 


1.                  
The Company has delivered or made available, or will as promptly as practicable deliver or
make available, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate
of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the
Base Prospectus, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement
Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute,
prior to the Closing Date, any offering material in connection with the offering and sale of the Securities pursuant to the Placement
other than the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by
reference therein and any other materials permitted by the Securities Act.


 


2.                  
The Company will advise the Placement Agent promptly after it receives notice thereof of the
time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Base Prospectus
or the final Prospectus has been filed and will furnish the Placement Agent with copies thereof. The Company will file promptly
all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant
to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus and for so long as the delivery of a
prospectus is required in connection with the Placement. The Company will advise the Placement Agent, promptly after it receives
notice thereof (i) of any request by the Commission to amend the Registration Statement or to amend or supplement any Prospectus
or for additional information, and (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or any post-effective amendment thereto or any order directed at any Incorporated Document, if any, or any
amendment or supplement thereto or any order preventing or suspending the use of the Base Prospectus or the final Prospectus or
any prospectus supplement or any amendment or supplement thereto or any post-effective amendment to the Registration Statement,
of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the institution or threatened
institution of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the
Registration Statement or a Prospectus or for additional information. The Company shall use its best efforts to prevent the issuance
of any such stop order or prevention or suspension of such use. If the Commission shall enter any such stop order or order or notice
of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest
possible moment, or will file a new registration statement and use its best efforts to have such new registration statement declared
effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b),
430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder,
and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received
in a timely manner by the Commission.


 



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3.                  
The Company will cooperate with the Placement Agent and the Purchasers in endeavoring to qualify
the Securities for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and
the Purchasers may reasonably request and will make such applications, file such documents, and furnish such information as may
be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent,
and provided further that the Company shall not be required to produce any new disclosure document. The Company will, from time
to time, prepare and file such statements, reports and other documents as are or may be required to continue such qualifications
in effect for so long a period as the Placement Agent may reasonably request for distribution of the Securities. The Company will
advise the Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to)
the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose,
and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its
best efforts to obtain the withdrawal thereof at the earliest possible moment.


 


4.                  
The Company will comply with the Securities Act and the Exchange Act, and the rules and regulations
of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement,
the Incorporated Documents and any Prospectus. If during the period in which a prospectus is required by law to be delivered in
connection with the distribution of Securities contemplated by the Incorporated Documents or any Prospectus (the “Prospectus
Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or in the opinion of the
Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents or any
Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, as the case may
be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus or to
file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly prepare and file with the
Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration
Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus that is necessary in order
to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented, in the light of the circumstances
under which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents
or any Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing
the Incorporated Documents or any Prospectus in connection with the Placement, the Company will furnish the Placement Agent with
a copy of such proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent
reasonably objects.


 


5.                  
During the prospectus delivery period, the Company will duly file, on a timely basis, with
the Commission and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods
and in the manner required by the Exchange Act.


 



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6.                  
 Company will not take, directly or indirectly, any action designed to cause or result
in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any
securities of the Company.


 


C.            Subsequent Equity
Sales. From the date hereof until thirty (30) days after the Closing Date, neither the Company nor any Subsidiary shall issue,
enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents
other than an Exempt Issuance. From the date hereof until ninety (90) days after the Closing Date, the Company shall be prohibited
from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or
Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. For purposes of this Agreement,
“Variable Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any debt
or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares
of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or
varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt
or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date
after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or
indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction
under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future
determined price. The Placement Agent shall be entitled to obtain injunctive relief against the Company to preclude any such issuance,
which remedy shall be in addition to any right to collect damages.


 


SECTION 2.
         REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in
good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer
under the laws of the States applicable to the offers and sales of the Securities by the Placement Agent, (iv) is and will
be a corporate entity validly existing under the laws of its place of incorporation, and (v) has full power and authority
to enter into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing
of any change in its status as such. The Placement Agent covenants that it will use its reasonable best efforts to conduct the
Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.


 


SECTION 3.
         COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement
Agent the following compensation with respect to the Securities which the Placement Agent is placing:


 


A.            A cash fee (the
“Cash Fee”) equal to an aggregate of six and one-half percent (6.5%) of the aggregate gross proceeds raised
in the Placement. The Cash Fee shall be paid at the closing of the Placement (the “Closing”).


 


B.            Subject to compliance
with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent, taken together and not individually,
for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in
an amount not to exceed an aggregate of $50,000. The Company will reimburse the Placement Agent at the Closing directly out of
the gross proceeds raised in the Placement. In the event this Agreement shall terminate prior to the consummation of the Placement,
the Placement Agent, shall be entitled to reimbursement for actual expenses upon providing reasonable documentation relating to
the incurrence of such expenses.


 



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C.            Notwithstanding
any other provision of this Agreement, including, for a period of twelve (12) months from the date of this Agreement, if the Company
receives any proceeds from any of the Purchasers or any other investor introduced to the Company by the Placement Agent during
the course of this Placement, the Company agrees to pay to the Placement Agent a cash fee equal to six and one-half percent (6.5%)
of such proceeds.


 


D.           The Placement
Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that
a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA
Rules or that the terms thereof require adjustment.


 


SECTION 4.
         INDEMNIFICATION. The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions
(the “Indemnification”) attached hereto as Addendum A, the provisions of which are incorporated
herein by reference and shall survive the termination or expiration of this Agreement.


 


SECTION 5.
          ENGAGEMENT TERM. The Placement Agent’s engagement
hereunder shall be until the earlier of (i) July 30, 2021 and (ii) the final Closing Date of the Placement (such date,
the “Termination Date” and the period of time during which this Agreement remains in effect is referred to
herein as the “Term”). Notwithstanding anything to the contrary contained herein, confidentiality, indemnification
and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive
any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all
reimbursement for fees and expenses incurred by the Placement Agent shall be paid by the Company to the Placement Agent on or
before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees
not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes
other than those contemplated under this Agreement.


 


SECTION 6.
         PLACEMENT AGENT’S INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent
in connection with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except
as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without
the Placement Agent’s prior written consent.


 


SECTION 7.
          NO FIDUCIARY RELATIONSHIP. This Agreement does not
create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except those entitled
hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges and agrees that the Placement Agent is not
nor shall it be construed as a fiduciary of the Company and the Placement Agent shall not have any duties or liabilities to the
equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement
Agent hereunder, all of which are hereby expressly waived.


 


SECTION 8.         
CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject
to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained
herein and in the Purchase Agreement, to the accuracy of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of their obligations hereunder, and to each of the following additional terms
and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 



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A.            No stop order suspending
the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated
or threatened by the Commission, and any request for additional information on the part of the Commission (to be included in the
Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to the reasonable
satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall have
been timely filed with the Commission.


 


B.            The Placement Agent
shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement, the Base
Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in the
opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel, is material
and is required to be stated therein or is necessary to make the statements therein not misleading.


 


C.            All corporate proceedings
and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Securities,
the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this Agreement
and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement
Agent and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable
them to pass upon such matters.


 


D.            The Placement Agent
shall have received from outside counsels to the Company such counsels’ written opinions, addressed to the Placement Agent
and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.


 


E.             On the date of
this Agreement and on the Closing Date, the Placement Agent shall have received a “comfort” letter from Rosenberg Rich
Baker Berman, P.A. as of each such date, addressed to the Placement Agent and in form and substance satisfactory in all respects
to the Placement Agent and Placement Agent’s counsel.


 


F.             The Placement Agent
shall have presented its book of investors to the Company for prior to approval at the time of pricing of the Placement.


 


G.             On the Closing
Date, Placement Agent shall have received a certificate of the chief financial officer of the Company, dated, as applicable, as
of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations
and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except
for such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited
to a state of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations
to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects. Such officer shall
also provide a customary certification as to such accounting or financial matters that are included or incorporated by reference
in the Registration Statement or the Prospectus that Rosenberg Rich Baker Berman, P.A. is unable to provide assurances on in the
letter contemplated by Section 8(E) above.


 



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H.            On the Closing
Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of
such Closing, certifying to the organizational documents, good standing in the state of incorporation of the Company and board
resolutions relating to the Placement of the Securities from the Company.


 


I.             The Company
(i) shall not have sustained since the date of the latest audited financial statements included or incorporated by reference
in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference with its business from
fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court
or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement, the Base
Prospectus and the Prospectus Supplement, and (ii) since such date there shall not have been any change in the capital stock
or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the business,
general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company,
otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement,
the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Placement Agent, so material
and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and
in the manner contemplated by the Base Prospectus and the Prospectus Supplement.


 


J.             The Common Stock
is registered under the Exchange Act and, as of the Closing Date, the Shares and the shares of Common Stock issuable upon exercise
of the Warrants, as applicable, shall be listed for trading on the Trading Market or other applicable U.S. national exchange and
reasonable evidence of such action, if available, shall have been provided to the Placement Agent upon its request. The Company
shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common Stock under
the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market or other applicable U.S. national
exchange, nor has the Company received any information suggesting that the Commission or the Trading Market or other U.S. applicable
national exchange is contemplating terminating such registration or listing.


 


K.            No action shall
have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency
or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect
or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of
any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would
prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business
or operations of the Company.


 


L.             The Company shall
have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement, including as an exhibit
thereto this Agreement.


 


M.           The Company shall
have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect and shall
contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


 


N.           FINRA shall have
raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company
shall, if applicable and requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement
and pay all filing fees required in connection therewith.


 



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O.            Prior to the Closing
Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents as the Placement
Agent may reasonably request.


 


If any of the conditions
specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this
Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s
counsel, all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to,
the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral
notice shall be confirmed promptly thereafter in writing.


 


SECTION 9.
         CERTAIN COVENANTS AND WAIVERS.


 


A.                 
Continued Right of First Refusal. Subject to consummation of the Placement, the right
of first refusal granted to the Placement Agent pursuant to Section 4.20 of that certain underwriting agreement by and between
the Company and the Placement Agent, dated May 13, 2021 (the “Underwriting Agreement”), shall remain operative
and in full force and effect upon and subsequent to each of the execution of this Agreement and the consummation of the Placement.


B.                 
Waiver of Prohibition on Subsequent Equity Sales in Underwriting Agreement. Pursuant
to Section 4.21(a) of the Underwriting Agreement, the Company is not permitted to issue any shares of Common Stock or Common Stock
Equivalents for a period of 120 days after the closing of its public offering on May 18, 2021. Solely in connection with the consummation
of this Placement, the Placement Agent hereby waives such prohibition and permits the issuance of the Securities hereby, and Section
4.21(a) of the Underwriting Agreement shall otherwise remain operative and in full force and effect.


 


SECTION 10.       
GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party hereto
without the prior written consent of the other party hereto. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute
arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement
may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution
and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. If either party hereto shall commence an action or proceeding to
enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


  



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SECTION 11.        
ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement
and understanding between the parties hereto with respect to this Placement, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. Notwithstanding anything to the contrary contained herein, the terms of the Underwriting
Agreement shall continue to be effective. If any provision of this Agreement is determined to be invalid or unenforceable in any
respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which
will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument
in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements and covenants contained
herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party hereto and delivered to the other party hereto, it being understood that both such
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION 12.        
CONFIDENTIALITY. The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential
and will not (except as required by applicable law or stock exchange requirement, regulation or legal process (“Legal
Requirement”)), without the Company’s prior written consent, disclose to any person any Confidential Information,
and (ii) will not use any Confidential Information other than in connection with the Placement. The Placement Agent further
agrees to disclose the Confidential Information only to its Representatives (as such term is defined below) who need to know the
Confidential Information for the purpose of the Placement, and who are informed by the Placement Agent of the confidential nature
of the Confidential Information. The term “Confidential Information” shall mean, all confidential, proprietary
and non-public information (whether written, oral or electronic communications) furnished by the Company to the Placement Agent
or its Representatives in connection with such Placement Agent’s evaluation of the Placement. The term “Confidential
Information” will not, however, include information which (i) is or becomes publicly available other than as a
result of a disclosure by the Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes available
to the Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to the
Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is
or has been independently developed by the Placement Agent and/or the Representatives without use of any Confidential Information
furnished to it by the Company. The term “Representatives” shall mean with respect to the Placement Agent,
its directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision shall be in
full force until the earlier of (a) the date that the Confidential Information ceases to be confidential and (b) two
years from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of its Representatives
are required by Legal Requirement to disclose any of the Confidential Information, the Placement Agent and its Representatives
will furnish only that portion of the Confidential Information which the Placement Agent or its Representative, as applicable,
is required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded the Confidential Information so disclosed.


  



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SECTION 13.
       NOTICES. Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the
date of transmission, if such notice or communication is sent to the email address specified on the signature pages attached
hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date of transmission,
if such notice or communication is sent to the email address on the signature pages attached hereto on a day that is not
a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following
the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature
pages hereto.


 


SECTION 14.
       PRESS ANNOUNCEMENTS.
The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the
Placement Agent’s role


 


in connection therewith in the Placement
Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals,
in each case at its own expense.


 


[The remainder of this page has
been intentionally left blank.]


 






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Please confirm that the foregoing correctly
sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.


 





	 	Very
truly yours,
	 	 
	 	MAXIM GROUP LLC
	 	 	 
	 	By:	 
	 	Name:	Clifford A. Teller
	 	Title:	Executive Managing Director, Investment Banking









 





	 	Address
for notice:
	 	 
	 	300
Park Avenue, 16th Floor
	 	New
York, New York 10022
	 	Attention:
James Siegel, General Counsel
	 	Email:
jsiegel@maximgrp.com





 





	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	DATA STORAGE CORPORATION	 
	 	 	 
	By:	 	 
	Name:	Charles M. Piluso	 
	Title:	Chief Executive
Officer	 
	 	 	 
	Address for notice:	 
	 	 	 
	48 South Service Road	 
	Melville, New York 11747	 
	Attention: Chief Executive Officer	 
	E-mail: cpiluso@datastoragecorp.com	 





 






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ADDENDUM A 


INDEMNIFICATION PROVISIONS


 


In connection with
the engagement of Maxim Group LLC (“Maxim” or the “Placement Agent”) by Data Storage Corporation (the “Company”)
pursuant to a placement agency agreement dated as of the date hereof, by and among the Company and the Placement Agent, as it may
be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows (Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in the Agreement):


 


1.             The Company agrees
to indemnify and hold harmless the Placement Agent and its respective affiliates (as defined in Rule 405 under the Securities
Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (the Placement Agent
and each such person each being an “Indemnified Party”) from and against all losses, claims, damages and liabilities
(or actions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject
under any applicable federal or state law, or otherwise, which arise out of or are based on (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information
deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A
and 430B of the Securities Act and the rules and regulations thereunder, as applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus or Prospectus Supplement (or any amendment
or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement
or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the
approval of, the Company in connection with the marketing of the Placement of the Securities, including any roadshow or investor
presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading or (iv) in whole or in part any inaccuracy in any material respect in the representations and warranties of
the Company contained herein or in the Purchase Agreement; provided, however, that the Company shall not be liable to the extent
that such loss, claim, liability, expense or damage is based on any untrue statement or omission or alleged untrue statement or
omission made in reliance on and in conformity with written information furnished to the Company in writing with respect to the
Placement Agent expressly for use in the Registration Statement, the Prospectus, the Prospectus Supplement or any amendment thereof
or supplement thereto, which information shall consist solely of the following: (i) the name of the Placement Agent appearing
in the Prospectus; and (ii) the information set forth in the Prospectus Supplement in “Plan of Distribution” section.
The Company will not be liable to any Indemnified Party under the foregoing indemnification and reimbursement provisions: (i) for
any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to
the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted primarily from the Indemnified Party’s willful misconduct or gross negligence. The Company also agrees that
no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or
its security holders or creditors related to or arising out of the engagement of the Placement Agent pursuant to, or the performance
by the Placement Agent of the services contemplated by, this Agreement except to the extent that any loss, claim, damage or liability
is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified
Party’s willful misconduct or gross negligence.


 



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2.             Promptly after
receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the
Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of
the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ
counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the
preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other
party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable
rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent. In such event,
the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have
the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding
without the prior written consent of the Placement Agent, which will not be unreasonably withheld.


 


3.             The Company agrees
to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any
action or proceeding relating to a transaction contemplated by the Agreement.


 


4.             If for any reason
the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold such Placement Agent harmless, then the Company
shall contribute to the amount paid or payable by the Placement Agent, as the case may be, as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on
the one hand, and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement
Agent on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations.
The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed
to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding
the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees
actually received, or to be received, by the Placement Agent under the Agreement (excluding any amounts received as reimbursement
of expenses incurred by the Placement Agent).


 


5.             These Indemnification
Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed and
shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might otherwise have
to any indemnified party under the Agreement or otherwise.


 


[The remainder
of this page has been intentionally left blank.]


 



    	2



    	 



    

 





	 	Very
truly yours,
	 	 
	 	MAXIM GROUP LLC
	 	 	 
	 	By:	 
	 	Name:	Clifford A. Teller
	 	Title:	Executive Managing Director, Investment Banking


 


	 	Address
for notice:
	 	 
	 	300
Park Avenue, 16th Floor
	 	New
York, New York 10022
	 	Attention:
James Siegel, General Counsel
	 	Email:
jsiegel@maximgrp.com


 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	DATA STORAGE CORPORATION	 
	 	 	 
	By:	 	 
	Name:	Charles M. Piluso	 
	Title:	Chief Executive
Officer	 
	 	 	 
	Address for notice:	 
	 	 	 
	48 South Service Road	 
	Melville, New York 11747	 
	Attention: Chief Executive Officer	 
	E-mail: cpiluso@datastoragecorp.com	 


 


[Signature
Page to Indemnification Provisions


Pursuant to
July 19, 2021 Placement Agency Agreement


between Maxim Group LLC and Data Storage
Corporation]


 


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