Form 8-K

8-K — Data Storage Corp

Accession: 0001731122-26-000793

Filed: 2026-05-27

Period: 2026-05-26

CIK: 0001419951

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — e7672_8-k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (e7672_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (e7672_ex5-1.htm)

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2026-05-26

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May

26, 2026

DATA

STORAGE CORPORATION

(Exact name of registrant as specified in its charter)

(Former Name of Registrant)

Nevada

001-35384

98-0530147

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

244 5th Avenue, Second Floor,

Suite 2821

New York, New York 10001

(Address of principal executive offices) (zip code)

212-564-4922

(Registrant’s telephone number, including area

code)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

DTST

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging

growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry

into a Material Definitive Agreement

On May 26, 2026, Data Storage Corporation (the “Company”)

entered into an Equity Distribution Agreement (the “Agreement”), with Maxim Group LLC (“Maxim”), pursuant to which

the Company may offer and sell, from time to time, through Maxim, as sales agent or principal, shares of its common stock, $0.001 par

value per share (the “Common Stock”). The terms and conditions of the Agreement are substantially the same as the Equity Distribution

Agreement, dated July 18, 2024, by and between the Company and Maxim (the “Original Agreement”).

Subject to the terms and

conditions of the Agreement, Maxim will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable

state and federal law, rules and regulations and the rules of the Nasdaq Capital Market to sell shares from time to time based upon the

Company’s instructions, including any price, time or size limits specified by the Company. Under the Agreement, Maxim may sell shares

by any method deemed to be an “at the market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended,

or any other method permitted by law, including in privately negotiated transactions. Maxim’s obligations to sell shares under the

Agreement are subject to satisfaction of certain conditions, including the effectiveness of the Registration Statement and other customary

closing conditions for transactions of this nature. The Company will pay Maxim a commission of 2.5% of the aggregate gross proceeds from

each sale of shares and has agreed to provide Maxim with customary indemnification and contribution rights. The Company also agreed to

reimburse Maxim for certain specified expenses in connection with entering into the Agreement in an amount not to exceed $25,000, in addition

to $2,500 for Maxim’s legal fees on each Bringdown Date (as such term is defined in the Agreement).

The Company is not obligated

to make any sales of Common Stock under the Agreement and no assurance can be given that the Company will sell any shares under the Agreement,

or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place.

The Agreement will terminate upon the earlier of: (i) the sale of all shares pursuant to the Agreement, or (ii) termination of the Agreement

as provided therein.

Offers and sales of shares of Common Stock by the

Company, if any, under the Agreement, will be made through a prospectus, dated July 26, 2024 and an accompanying base prospectus, dated

July 26, 2024, contained therein (the “ATM Prospectus”), which ATM Prospectus forms a part of the Company’s shelf registration

statement on Form S-3 (File 333-280881), initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”)

on July 18, 2024 (the “Registration Statement”) and declared effective by the SEC on July 26, 2024. The ATM Prospectus relates

to the offering of up to $10,600,000 shares of the Company’s Common Stock. The Company makes no assurances as to the continued effectiveness

of the Registration Statement.

For purposes of the ATM Prospectus,

all references to the Original Agreement shall now refer to the Agreement, and all references to termination of such agreement shall now

mean the earlier of: (i) the sale of all shares pursuant to the Agreement, and (ii) termination of the Agreement as provided therein.

The foregoing description

of the material terms of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement,

a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form

8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Agreement, nor shall there be any

sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state.

A copy of the legal opinion

of Parsons Behle & Latimer regarding the legality of the shares of Common Stock that may be issued pursuant to the ATM Prospectus

is attached to this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

The following exhibits

are furnished with this Current Report on Form 8-K:

Exhibit

Number

Exhibit Description

1.1

Equity Distribution Agreement, dated May 26, 2026, by and between Data Storage Corporation and Maxim Group LLC

5.1

Opinion of Parsons Behle & Latimer

23.1

Consent of Parsons Behle & Latimer (included in Exhibit 5.1)

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 26, 2026

DATA STORAGE CORPORATION

By:

/s/ Charles M. Piluso

Name:

Charles M. Piluso

Title:

Chief Executive Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

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EXHIBIT 1.1

DATA STORAGE CORPORATION

EQUITY DISTRIBUTION AGREEMENT

May 26, 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies and Gentlemen:

Data Storage Corporation, a Nevada corporation (the “Company”),

proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, common stock of the Company,

par value $0.001 per share (the “Common Stock”), subject to this Equity Distribution Agreement (this “Agreement”)

on terms set forth herein (such shares of Common Stock to be sold pursuant to this Agreement being referred to herein as the “Shares”).

The Shares consist entirely of authorized but unissued Common Stock to be issued and sold by the Company.

The Company hereby confirms its

agreement with the Agent with respect to the sale of the Shares.

1. Representations

and Warranties of the Company.

(a) The

Company represents and warrants to, and agrees with, the Agent as follows:

(i) On

July 18, 2024, the Company filed a registration statement on Form S-3 (File No. 333-280881) (the “Shelf Registration Statement”)

with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended

(the “Securities Act of 1933”), and the rules and regulations promulgated thereunder (the “Rules

and Regulations” and collectively with the Securities Act of 1933, the “Securities Act”), which

was declared effective by the Commission on July 26, 2024. Except where the context otherwise requires, “Registration Statement,”

as used herein, means the Shelf Registration Statement filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover

any Shares, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act,

as such section applies to the Agent, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated

by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to

Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities

Act, to be part of the registration statement at such time, and (3) any registration statement filed to register the offer and sale of

Shares pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement”). Except where

the context otherwise requires, “Base Prospectus,” as used herein, means the prospectus filed as part of the

Shelf Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement. Except where the context

otherwise requires, “Prospectus Supplement,” as used herein, means the most recent prospectus supplement relating

to the offering of the Shares pursuant to this Agreement, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities

Act and in accordance with the terms of this Agreement. Except where the context otherwise requires, “Prospectus,”

as used herein, means the Prospectus Supplement together with any Base Prospectus attached to or used with the Prospectus Supplement,

as may be amended or supplemented from time to time. “Permitted Free Writing Prospectus,” as used herein, means

the documents, if any, listed on Schedule A attached hereto and, after the date hereof, any “issuer free writing prospectus”

as defined in Rule 433 under the Securities Act, that is expressly agreed to by the Company and the Agent in writing to be a Permitted

Free Writing Prospectus. Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any Permitted

Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated

by reference, therein pursuant to Item 12 of Form S-3 (the “Incorporated Documents”), including, unless the

context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. For purposes of this Agreement,

all

references to the Registration Statement, the Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any

of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and

Retrieval System (“EDGAR”). All references in this Agreement to financial statements and schedules and other

information which is “described,” “contained,” “included” or “stated” in the Registration

Statement, the Prospectus or any Permitted Free Writing Prospectus (or other references of like import) shall be deemed to mean and include

all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules

and Regulations to be a part of or included in the Registration Statement, the Prospectus or Permitted Free Writing Prospectus as the

case may be. Any reference herein to the terms “amend,” “amendment” or “supplement”

with respect to the Registration Statement, the Prospectus, the Prospectus Supplement or any Permitted Free Writing Prospectus shall be

deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations

thereunder (collectively, the “Exchange Act”) on or after the initial effective date of the Shelf Registration

Statement, or the date of such the Prospectus, the Prospectus Supplement or such Permitted Free Writing Prospectus, if any, as the case

may be, and incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3. “Time of Sale”

means each time a Share is purchased pursuant to this Agreement.

(ii) (A) The

Registration Statement will comply upon the effectiveness of any amendment thereto and at each Time of Sale and each Settlement Date (as

applicable), in all material respects, with the requirements of the Securities Act; at all times during which a prospectus is required

by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule) in connection with any sale of Shares (the “Prospectus Delivery Period”); the Registration Statement,

as may be amended, will comply, in all material respects, with the requirements of the Securities Act; the conditions to the use of Form

S-3 in connection with the offering and sale of the Shares as contemplated hereby (the “Offering”) have been

satisfied; the Registration Statement meets, and the Offering complies with, the requirements of Rule 415 under the Securities Act (including,

without limitation, Rule 415(a)(5)); the Registration Statement will not, as of the effective date of any amendment thereto, at each Time

of Sale, if any, and at all times during a Prospectus Delivery Period, contain an 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.

(B) The

Prospectus, as of the date of the Prospectus Supplement, (if filed with the Commission on or prior to the date hereof), at each Settlement

Date and Time of Sale (as applicable), and at all times during a Prospectus Delivery Period, will comply, in all material respects, with

the requirements of the Securities Act; and the Prospectus, and each supplement thereto, as of their respective dates, at each Settlement

Date or Time of Sale (as applicable), and at all times during a Prospectus Delivery Period, did not and will not include an 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.

Permitted Free Writing Prospectus, if any, as of its date and as of each Settlement Date and Time of Sale (as applicable), and at all

times during a Prospectus Delivery Period (when taken together with the Prospectus at such time) will not include an 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 representations and warranties

set forth in subparagraphs (A), (B) and (C) above shall not apply to any statement contained in the Registration Statement, the Prospectus

or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the Agent that is furnished in

writing by or on behalf of the Agent expressly for use in the Registration Statement, the Prospectus or such Permitted Free Writing Prospectus,

if any, it being understood and agreed that only such information furnished by the Agent as of the date hereof consists of the information

described in Section 5(b)(ii).

(iii) Prior

to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any “prospectus”

(within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection

with the Offering, in each case other than the Prospectus or any Permitted Free Writing Prospectus; the Company has not, directly or indirectly,

prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under the Securities Act;

assuming that a Permitted Free Writing Prospectus,

if any, is sent or given after the Registration Statement was filed with the Commission

(and after such Permitted Free Writing Prospectus, if any, was, if required pursuant to Rule 433(d) under the Securities Act, filed with

the Commission), the Company will satisfy the provisions of Rule 164 or Rule 433 necessary for the use of a free writing prospectus (as

defined in Rule 405) in connection with the Offering; the conditions set forth in one or more of subclauses (i) through (iv), inclusive,

of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the Offering, as initially filed

with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the

requirements of Section 10 of the Securities Act; neither the Company nor the Agent is disqualified, by reason of subsection (f) or (g)

of Rule 164 under the Securities Act, from using, in connection with the Offering, “free writing prospectuses” (as defined

in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible

issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and

433 under the Securities Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto

agree and understand that the content of any and all “road shows” (as defined in Rule 433 under the Securities Act) related

to the Offering is solely the property of the Company.

(iv) Each

Permitted Free Writing Prospectus, as of its issue date, each Time of Sale and each Settlement Date occurring after such issue date and

at all subsequent times through the Prospectus Delivery Period (as defined below) or until any earlier date that the Company notified

or notifies the Agent as described in Section 3(c)(iii), did not and does not include any information that conflicted, conflicts

or will conflict with the information contained in the Registration Statement or the Prospectus. The foregoing sentence does not apply

to statements in or omissions from any Permitted Free Writing Prospectus based upon and in conformity with written information furnished

to the Company by the Agent specifically for use therein, it being understood and agreed that only such information furnished by the Agent

as of the date hereof consist of the information described in Section 5(b)(ii).

(v) The

consolidated financial statements of the Company and the Subsidiaries (as defined below), together with the related notes, set forth or

incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the requirements of the

Securities Act and the Exchange Act and fairly present in all material respects the financial condition of the Company and the Subsidiaries,

as a whole, as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity

with U.S. generally accepted accounting principles consistently applied throughout the periods involved. The selected financial data and

the summary financial information included in the documents in the Registration Statement and in the Prospectus constitute a fair summary

of the information purported to be summarized and have been compiled on a basis consistent with that of the audited financial statements

included in the Registration Statement. No other financial statements or supporting schedules are required to be included or incorporated

by reference in the Registration Statement or the Prospectus under the Securities Act except as so included or incorporated by reference.

All disclosures contained in the Registration Statement or the Prospectus or incorporated by reference therein regarding “non GAAP

financial measures” (as such term is defined by the applicable rules and regulations of the Commission) comply with Regulation G

of the Exchange Act and Item 10 of Regulation S-K of the Securities Act to the extent applicable. To the Company’s knowledge, Rosenberg

Rich Baker Berman P.A., which has expressed its opinion with respect to the audited financial statements for the fiscal year ended December

31, 2025, and schedules, if any (collectively, the “Incorporated Financial Statements”), filed as a part of

the Registration Statement and included in the Registration Statement and the Prospectus, is a registered public accounting firm within

the meaning of the Securities Act, and in the performance of its work for the Company has not been in violation of the auditor independence

requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

(vi) The

Company has been duly organized and is validly existing as a corporation under the laws of its jurisdiction of incorporation. The Company

and each of the Subsidiaries has full corporate power and authority to own its respective properties and conduct its business as currently

being carried on and as described in the Registration Statement and the Prospectus, and is duly qualified to do business as a foreign

corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes

such qualification necessary and in which the failure to so qualify would have a material adverse effect upon the results of operations,

business, management, properties, prospects, conditions (financial or otherwise) or operations, of the Company and the Subsidiaries, either

individually or taken as a whole (“Material Adverse Effect”).

(vii) Except

as disclosed in the Registration Statement or the Prospectus, subsequent to the dates as of which information is given in the Registration

Statement or Prospectus, the Company (including its Subsidiaries on a consolidated basis) has not incurred any material liabilities or

obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution

of any kind with respect to the capital stock of the Company; and there has not been any change in the capital stock of the Company, or

issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company, or any material change

in the long-term debt of the Company (other than as a result of the issuance of securities under the Company’s equity incentive

plans, the exercise of any currently outstanding options or warrants that are disclosed in the Prospectus, or the vesting of previously

granted restricted stock units that are disclosed in the Registration Statement or Prospectus), or any Material Adverse Effect or any

development that would reasonably be expected to result in a Material Adverse Effect. Since the date of the latest balance sheet presented

in the Registration Statement and the Prospectus, neither the Company nor any Subsidiary has entered into any transactions, including

any acquisition or disposition of any business or asset, which are material to the Company and the Subsidiaries taken as a whole, except

for transactions which are disclosed in the Registration Statement and the Prospectus.

(viii) Except

as set forth in the Registration Statement or Prospectus, there is not pending or, to the knowledge of the Company, threatened or contemplated,

any action, suit or proceeding to which the Company or any of its Subsidiaries or of which any property or assets of the Company or any

of its Subsidiaries is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which,

individually or in the aggregate, would reasonably be expected to result in any Material Adverse Effect.

(ix) There

are no statutes, regulations, contracts or documents that are required to be described in the Registration Statement and the Prospectus

or be filed as exhibits to the Registration Statement by the Securities Act that have not been so described or filed.

(x) This

Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the

Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal

or state securities laws or public policy considerations in respect thereof and except as such enforceability may be limited by bankruptcy,

insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The

execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in

a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any law, rule or regulation to which the

Company or any of its Subsidiaries is subject, (ii) any agreement or instrument to which the Company or any of its Subsidiaries or by

which it is bound or to which any of its property is subject, (iii) the Company’s Articles of Incorporation, as amended (the “Charter”),

or Amended Bylaws, as amended or the organizational documents of any of its Subsidiaries, or (iv) any order, rule, regulation or decree

of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of its properties,

except, in the case of clauses (i), (ii) and (iv), for such breaches, violations or defaults that would not reasonably be expected to

result in a Material Adverse Effect; no consent, approval, authorization or order of, or filing with, any court or governmental agency

or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated

hereby and thereby, including the issuance or sale of the Shares by the Company, except for such consents, approvals, authorizations,

orders or filings as have been obtained or made or as may be required under the Securities Act or state securities or blue sky laws; and

the Company has and will have full power and authority to enter into this Agreement and to authorize, issue and sell the Shares as contemplated

hereby and thereby.

(xi) All

of the issued and outstanding shares of capital stock of the Company, including the outstanding Common Stock, are duly authorized and

validly issued, fully paid and nonassessable, have been issued in compliance with all applicable foreign, federal and state securities

laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that

have not been waived in writing, and the holders thereof are not subject to personal liability by reason of being such holders; all of

the issued and outstanding shares of capital stock of each of the Subsidiaries are duly authorized and validly issued, fully paid and

nonassessable, and are owned by the Company, directly or through wholly-owned Subsidiaries, free and clear of any security interest, mortgage,

pledge, lien, encumbrance, claim or equity except for those arising under any credit facility or loan agreement (“Credit Facilities”)

to which the Company or any of its Subsidiaries is a party or their assets are bound as disclosed in the Registration Statement and the

Prospectus,

have been issued in compliance with all applicable foreign, federal and state securities laws, were not issued in violation

of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing, and

the holders thereof are not subject to personal liability by reason of being such holders; the Shares which may be sold under this Agreement

by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement will

have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability solely

by reason of being such holders; and the capital stock of the Company, including the Common Stock, conforms in all material respects to

the description thereof in the Registration Statement and the Prospectus. Except as otherwise stated in the Registration Statement and

the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or

transfer of, any Common Stock pursuant to the Company’s Charter, or any agreement or other instrument to which the Company is a

party or by which the Company is bound. Neither the filing of the Registration Statement nor the Offering gives rise to any rights for

or relating to the registration of any Common Stock or other securities of the Company, except for such registration rights as have been

duly waived. Except as described in the Registration Statement and the Prospectus, there are no options, warrants, agreements, contracts

or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Company has an

authorized and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates set forth therein.

(xii) The

Company and each of its Subsidiaries holds, and is operating in compliance with all grants, authorizations, licenses, permits, consents,

certificates and orders of any governmental or self-regulatory body required for the conduct of its respective businesses and all such

grants, authorizations, licenses, permits, consents, certifications and orders are valid and in full force and effect, except for such

noncompliance or failures to be in full force and effect that would not reasonably be expected to result in a Material Adverse Effect;

and neither the Company nor any of its Subsidiaries has received notice of any revocation or modification of any such grant, authorization,

license, permit, consent, certification or order or has reason to believe that any such grant, authorization, license, permit, consent,

certification or order will not be renewed in the ordinary course; and the Company and each of its Subsidiaries is in compliance with

all applicable federal, state, local and foreign laws, regulations, orders and decrees, except for such noncompliance that would not reasonably

be expected to result in a Material Adverse Effect. No approval, authorization, consent or order of or filing with any foreign, federal,

state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and

sale of the Shares or the consummation by the Company of the transactions contemplated hereby, other than (i) registration of the Shares

under the Securities Act, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which

the Shares are being offered by the Agent, (iii) the filing of any reports under the Exchange Act, (iv) such approvals as may be required

by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), (v) filing of the listing

of the Shares with the Nasdaq Capital Market or (vi) such approvals as have been obtained or made as of the Time of Sale.

(xiii)

The Company and each of its Subsidiaries has good and marketable title to all property (whether real or personal)

described in the Registration Statement and the Prospectus as being owned by it, in each case free and clear of all liens, claims,

security interests, other encumbrances or defects except such as are described in the Registration Statement and the Prospectus,

except as would not materially impair the use or value thereof. The property held under lease by the Company and each of its

Subsidiaries is held by it under valid, subsisting and enforceable leases with only such exceptions with respect to any particular

lease as do not interfere in any material respect with the conduct of the business of the Company or such Subsidiary.

(xiv) The

Company and each of its Subsidiaries owns, possesses, or has sufficient rights to all Intellectual Property (as defined below) necessary

for the conduct of their respective businesses as now conducted or as described in the Registration Statement and the Prospectus to be

conducted, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually

or in the aggregate, have a Material Adverse Effect. Except as would not result in a Material Adverse Effect, (A) there are no rights

of third parties to any such Intellectual Property owned by the Company, except as otherwise disclosed to the Agent in writing by the

Company prior to the date hereof; (B) to the knowledge of the Company, there is no infringement, misappropriation or violation by third

parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding

or claim by others challenging the Company’s or any Subsidiary’s rights in or to any such Intellectual Property, and the

Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company

and each of the Subsidiaries, and to the knowledge of the Company,

the Intellectual Property licensed to the Company, each of the Subsidiaries,

has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened

action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware

of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the Company, threatened

action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates

any Intellectual Property or other proprietary rights of others, and neither the Company nor any of the Subsidiaries has received any

written notice of such claim; and (F) to the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in or

has ever been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition

agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis

of such violation relates to such employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the

employee while employed with the Company or any of its Subsidiaries. “Intellectual Property” shall mean all

patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions,

trade secrets, domain names, technology, know-how and other intellectual property.

(xv) Neither

the Company nor any of its Subsidiaries is (A) in violation of its Charter or similar organizational documents, or (B) in breach of or

otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance

of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement, mortgage, deed of

trust or any other material contract, lease or other instrument to which it is subject or by which any of them may be bound, or to which

any of the material property or assets of the Company or any of its Subsidiaries is subject (collectively, the “Material Contracts”);

or (C) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory

authority, except in the case of (B) and (C) above, as would not, individually or in the aggregate, reasonably be expected to result in

a Material Adverse Effect.

(xvi) The

Company and each of the Subsidiaries has timely filed all applicable federal, state, local, foreign and other income and franchise tax

returns required to be filed and are not in default in the payment of any taxes which were payable pursuant to said returns or any assessments

with respect thereto, other than any which the Company or any of its Subsidiaries is contesting in good faith, except where the failure

to timely file or any default in payment would not reasonably be expected to result in a Material Adverse Effect. There is no pending

dispute with any taxing authority relating to any of such returns, and the Company has no knowledge of any proposed liability for any

tax to be imposed upon the properties or assets of the Company or any of its Subsidiaries for which there is not an adequate reserve reflected

in the Company’s financial statements included in the Registration Statement. There are no documentary, stamp or other issuance

or transfer taxes or duties or similar fees or charges under U.S. federal law or the laws of any U.S. state, required to be paid in connection

with the execution and delivery of this Agreement or the issuance, sale and delivery by the Company of the Shares.

(xvii) The

Company has not distributed and will not distribute any prospectus or other offering material in connection with the Offering other than

the Registration Statement and the Prospectus or other materials permitted by the Securities Act to be distributed by the Company; provided,

however, that the Company has not made and will not make any offer relating to the Shares that would constitute a “free writing

prospectus” as defined in Rule 405 under the Securities Act, except in accordance with the provisions of Section 3(p) of

this Agreement.

(xviii) The

issuance and sale of the Shares as contemplated in this Agreement does not contravene the rules and regulations of the Nasdaq Capital

Market. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on the Nasdaq Capital Market and the

Company has 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 the Common Stock from the Nasdaq Capital Market nor, except as disclosed in the Registration Statement or the Prospectus,

has the Company received any notification that the Commission or the Nasdaq Capital Market is contemplating terminating such registration

or listing. Except as disclosed in the Registration Statement or the Prospectus, the Company has complied in all material respects with

the applicable requirements of the Nasdaq Capital Market for maintenance of the listing of the Common Stock thereon. The Company has filed

an application to include the Shares on the Nasdaq Capital Market.

(xix) The

Company has no subsidiaries other than those described in the Registration Statement or Prospectus (collectively, the “Subsidiaries”).

The Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any other corporation

or have any equity interest in any other corporation, partnership, joint venture, association, trust or other entity.

(xx) Except

as described in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have established and maintain systems

of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s

general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity

with generally accepted accounting principles and to maintain accountability for assets; (C) access to assets is permitted only in accordance

with management’s general or specific authorization; and (D) amounts reflected on the Company’s consolidated balance sheet

for assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Except as described in the Registration Statement and the Prospectus, since the filing of the annual report on Form 10-K for the fiscal

year ended December 31, 2025, there has been (i) no new material weakness identified to the Company’s board of directors (or committee

thereof) in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s

internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting.

(xxi) Except

as described in the Registration Statement or the Prospectus, the Company and each of the Subsidiaries: (A) is and at all times since

January 1, 2025 has been in material compliance with all United States (federal, state and local) and foreign statutes, rules, regulations,

treaties, or guidance applicable to the Company or the Subsidiaries (“Applicable Laws”); (B) since January 1,

2025 has not received any notice of adverse finding, warning letter, untitled letter or other correspondence or notice from any Governmental

Authority (as defined below) alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances,

authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);

(C) since January 1, 2025 has not received notice of any material claim, action, suit, proceeding, hearing, enforcement, investigation,

arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity is in violation

of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Authority or third party intends to assert any

such claim, litigation, arbitration, action, suit, investigation or proceeding; (D) since January 1, 2025 has not received notice that

any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and the

Company has no knowledge that any such Governmental Authority is considering such action; and (E) has filed, obtained, maintained or submitted

all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required

by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions

and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented

by a subsequent submission). “Governmental Authority” means any federal, provincial, state, local, foreign or

other governmental or quasi-governmental agency or body or any other type of regulatory authority or body, including, without limitation,

the Nasdaq Capital Market. The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a

party or of which any of their respective property or assets is the subject which are not described in the Registration Statement or the

Prospectus, including ordinary routine litigation incidental to the business, would not result in a Material Adverse Effect.

(xxii) Other

than as contemplated by this Agreement, the Company has not incurred any liability for any finder’s or broker’s fee or agent’s

commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

The Company has not entered into any other sales agency agreements or other similar arrangements with any agent or any other representative

in respect of “at the market” offerings of the Shares in accordance with Rule 415 under the Securities Act.

(xxiii) The

Company and each of the Subsidiaries carries, or is covered by, insurance in such amounts and covering such risks the Company reasonably

believes are adequate for the conduct of its respective business and the value of its properties and as is customary for companies engaged

in similar businesses in similar industries; all policies of insurance and any fidelity or surety bonds insuring the Company, each of

its Subsidiaries and their respective businesses, assets, employees, officers and directors are in full force and effect; the Company

and each of its Subsidiaries is in compliance with the terms of such policies and instruments in all material respects; there are no claims

by the Company or any of the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or

defending under a reservation of rights clause; neither the Company nor any of the Subsidiaries has been refused any insurance coverage

sought or applied for; and the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and

when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost

that would not have a Material Adverse Effect.

(xxiv) The

Company is not (and is not an affiliate of), and immediately after receipt of payment for the Shares, will not be (and will not be an

affiliate of), an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company currently

intends to conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

(xxv) The

Incorporated Documents, at the time they were or hereinafter are filed with the Commission, conformed and will conform in all material

respects to the requirements of the Securities Act and the Exchange Act, and were filed on a timely basis with the Commission and no Incorporated

Document contained or will contain an untrue statement of a material fact or omitted to state a material fact necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading; provided, that, no representation is made herein

regarding the representations, warranties and covenants, or any descriptions thereof, contained in any agreements or documents included

as exhibits to the Incorporated Documents. There is no material document required to be described in the Registration Statement or the

Prospectus or to be filed as an exhibit to the Registration Statement which was not described or filed as required. All material agreements

of the Company and all material agreements governing or evidencing any and all related party transactions have been filed with the Commission

to the extent required and applicable under the Exchange Act. Neither the Company nor any Subsidiaries has sent or received any communication

regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in the Registration Statement

and the Prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement or any Incorporated Document,

and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or, to the Company’s knowledge,

any other party to any such contract or agreement. Any descriptions of the terms of any of the foregoing contracts and agreements that

are contained in the Registration Statement and the Prospectus are accurate and complete in all material respects.

(xxvi) The

Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations

of the Commission thereunder.

(xxvii) Except

as described in the Registration Statement and the Prospectus, the Company has established and maintains disclosure controls and procedures

(within the meaning of Rule 13a-15(e) of the Exchange Act) and such controls and procedures are designed to ensure that information required

to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to

the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions

regarding required disclosure. The Company has utilized such controls and procedures in preparing and evaluating the disclosures in the

Registration Statement and the Prospectus.

(xxviii)

To the knowledge of the Company, neither the Company, the Subsidiaries, nor any director, officer, agent, employee or affiliate

of the Company or any Subsidiary, has taken any action directly or indirectly, that would result in a violation by such persons of the

FCPA (as defined below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce

corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift,

promise to give, or authorization of the giving of anything of value to any “Foreign official” (as such term is defined in

the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA,

and the Company and each of its Subsidiaries has conducted its business in compliance with the FCPA and has instituted and maintains

policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

(xxix) The

Company and each of its Subsidiaries have complied in all material respects with the money laundering statutes of applicable

jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,

administered or enforced by applicable governmental agencies (collectively, the “Money Laundering Laws”),

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the

Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,

threatened.

(xxx) Neither

the Company, any of its Subsidiaries, nor, to the knowledge of the Company, any director or officer of the Company or any of its Subsidiaries

is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

(xxxi) No

transaction has occurred or agreement or understanding entered into between or among the Company or any of its Subsidiaries on the one

hand, and any officer, director or 5% or greater stockholder of the Company or any Subsidiary of the Company or any affiliate or affiliates

of any such officer, director or 5% or greater stockholder that is required to be described that is not so described in the Registration

Statement and the Prospectus. Neither the Company nor any of its Subsidiaries has, directly or indirectly, extended or maintained credit,

or arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its directors

or executive officers in violation of applicable laws, including Section 402 of the Sarbanes-Oxley Act.

(xxxii) (a)

Neither the Company nor any of its Subsidiaries is in violation of any applicable international, national, state or local convention,

law, regulation, order, governmental license, convention, treaty (including those promulgated by the International Maritime Organization)

or other requirement relating to pollution or protection of human health or safety (as they relate to exposure to Materials of Environmental

Concern (as defined below)) or protection of the environment (including, without limitation, ambient air, surface water, groundwater,

land surface or subsurface strata) or protection of natural resources, including without limitation, conventions, laws or regulations

relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous

substances, petroleum, petroleum products or other hydrocarbons (collectively, “Materials of Environmental Concern”),

or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials

of Environmental Concern (collectively, “Environmental Laws”), nor has the Company or any Subsidiary received

any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company

or any such Subsidiary is in violation of any Environmental Law or governmental license required pursuant to Environmental Law; except,

in each case, as would not, individually or in the aggregate, have a Material Adverse Effect; (b) there is no claim, action or cause of

action filed with a court or Governmental Authority and no investigation, or other action with respect to which the Company or any Subsidiary

has received written notice alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural

resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from

the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the

Company or any Subsidiary, now or in the past, or from any vessel owned, leased or operated by the Company or any Subsidiary, now or in

the past (collectively, “Environmental Claim”), pending or, to the knowledge of the Company, threatened against

the Company or any Subsidiary or any person or entity whose liability for any Environmental Claim the Company or any Subsidiary has retained

or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, have a Material Adverse

Effect; (c) to the knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents,

including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably

would be expected to result in a violation of any Environmental Law, require expenditures to be incurred pursuant to Environmental Law,

or form the basis of an Environmental Claim against the Company, any Subsidiary or against any person or entity whose liability for any

Environmental Claim the Company or any Subsidiary has retained or assumed either contractually or by operation of law, except as would

not, individually or in the aggregate, have a Material Adverse Effect (for the avoidance of doubt, the operation of vessels in the ordinary

course of business shall not be deemed, by itself, an action, activity, circumstance or condition set forth in this clause (c)); and (d)

none of the Company or any Subsidiary is subject to any pending proceeding under Environmental Law to which a Governmental Authority is

a party and which the Company reasonably believes is likely to result in monetary sanctions of US$100,000 or more. The Company has reasonably

concluded that any existing compliance and remediation costs and liabilities arising under Environmental Laws and resulting from the business,

operations or properties of the Company or any Subsidiary would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus. No facts or circumstances

have come to the Company’s attention that could result in costs or liabilities that could be expected, individually or in the aggregate,

to have a Material Adverse Effect.

(xxxiii)

The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with applicable foreign, federal, state and local

laws, rules, regulations, statutes and codes promulgated by applicable governmental authorities (including pursuant to the Occupational

Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational Laws”);

(B) has received all material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business

as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such permit, license or approval.

No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against

the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances

or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give

rise to such actions, suits, investigations or proceedings.

(xxxiv) No

material labor problem or dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,

is threatened or imminent.

(xxxv) The

Company has not, and to its knowledge no one acting on its behalf has, (a) taken, directly or indirectly, any action designed to cause

or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any

of the Shares, (b) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares or (c) paid or agreed

to pay to any person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case

of clauses (b) and (c), compensation paid to the Agent in connection with the sale of the Shares.

(xxxvi) Other

than with respect to this Agreement, the Company is not a party to any agreement with an agent or underwriter for any other “at

the market” offering or continuous equity transaction.

(xxxvii) There

is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off

balance sheet entity that is required to be disclosed by the Company in the Registration Statement or the Prospectus and is not so disclosed

or that otherwise could be reasonably likely to have a Material Adverse Effect.

(xxxviii) To

the Company’s knowledge, none of the Company, its Subsidiaries, or any of their respective affiliates (within the meaning of

the Securities Act), has, prior to the date hereof, made any offers or sales of any security which are required to be

“integrated” pursuant to the Securities Act with the offer and sale of the Shares pursuant to the Registration

Statement.

(xxxix) Any

statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that

the Company believes to be reliable and accurate and, to the extent required, the Company has obtained the written consent to the use

of such data from such sources, except for such failures to obtain written consent which (individually or in the aggregate) would not

reasonably be expected to have a Material Adverse Effect).

(xl) The

Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Securities Act, and

the Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the Shares.

(xli) To

the Company’s knowledge, there are no affiliations with any FINRA member firm among the Company’s officers, directors, except

as set forth in the Registration Statement or the Prospectus.

(xlii) The

Company is not a “foreign private issuer” as defined in Rule 405 promulgated under the Securities Act.

(xliii) The

Company did not qualify as a “passive foreign investment company” within the meaning of Section 1297 of the United States

Internal Revenue Code of 1986, as amended, for its most recently completed taxable year, if any.

(b)   Any

certificate signed by any officer of the Company and delivered to the Agent or the Agent’s counsel shall be deemed a representation

and warranty by the Company to the Agent as to the matters covered thereby.

each Bringdown Date (as defined herein) and each Time of Sale, the Company shall be deemed to have affirmed each representation and warranty

contained in or made pursuant to this Agreement as of such date as though made at and as of such date (except that such representations

and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such

Shares on such date).

2. Purchase,

Sale and Delivery of Shares.

(a) At

the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time

during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent,

acting as sales agent, such number of Shares that does not (a) exceed the number or dollar amount of Common Stock registered on the Registration

Statement, pursuant to which the Offering is being made, (b) exceed the number of authorized but unissued Common Stock (less the number

of shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved

from the Company’s authorized capital stock), or (c) cause the Company or the offering of the Shares to fail to satisfy the eligibility

and transaction requirements for use of Form S-3 (including, if applicable, General Instruction I.B.6 of Form S-3 (the lesser of (a),

(b) and (c), the “Maximum Amount”)). Notwithstanding anything to the contrary contained herein, the parties

hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares

issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection

with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than

one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms “business

day” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in

New York, New York are open for business.

(i) For

purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company for the purpose

of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable

efforts to sell the Shares on the terms and subject to the conditions stated herein.

(ii) Each

time the Company wishes to issue and sell the Shares hereunder (each, a “Transaction”), it will notify the Agent

by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto, using a form

substantially similar to that set forth on Schedule C hereto (a “Transaction Notice”) as to the maximum

number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus

and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the

number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made.

The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each

of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set

forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and

unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of

this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed

to in writing by the parties) within five business days and shall use its commercially reasonable efforts to sell all of the Shares so

designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however,

that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations

and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction

of the additional conditions specified in Section 4 of this Agreement. The gross sales price of the Shares sold under this Section

2(a) shall be equal to the market price for the Common Stock sold by the Agent under this Section 2(a) on the Nasdaq Capital

Market at the time of such sale. For the purposes hereof, “Trading Day” means any day on which Common Stock

are purchased and sold on the principal market on which the Common Stock are listed or quoted.

(iii) The

Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective

individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party),

suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice

is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect

or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such

notice. Each of the parties agrees that no such notice under this Section 2(a)(iii) shall be effective against the other unless

it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time.

(iv) The

Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent

will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than

a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable

law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares

on a principal basis pursuant to this Agreement.

(v) The

Agent may sell Shares by any method permitted by law to be an “at the market offering” as defined in Rule 415 under the Securities

Act, including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Common

Stock or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of

doubt, shall not include block trades initiated on the Nasdaq Capital Market) with the Company’s prior written approval.

(vi) The

compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a cash transaction fee equal to two and one-half

percent (2.5%) (the “Transaction Fee”) of the gross sales price of all of Shares sold pursuant to this Section

2(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory

organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”).

The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required.

(vii) The

Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading

on the Nasdaq Capital Market each day in which the Shares are sold under this Section 2(a) setting forth the number of the Shares

sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the

Agent with respect to such sales.

(viii)

All Shares sold pursuant to this Section 2(a) will be delivered by the Company to Agent for the

accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and

date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being

herein referred to as a “Settlement Date.” On each Settlement Date, the Shares sold through the Agent for

settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds from the sale

of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent

(i) to the Agent or its designee’s account (provided the Agent shall have given the Company written notice of such designee

prior to the Settlement Date) at The Depository Trust Company (“DTC”) or (ii) by such other means of

delivery as may be mutually agreed upon by the parties hereto, which in all cases (provided that such Shares were sold pursuant to

the Registration Statement) shall be freely tradable, transferable, registered shares in good deliverable form, in return for

payment in same day funds delivered to an account designated by the Company. If the Company or its transfer agent (if applicable)

shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent

harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any

commission to which it would otherwise be entitled absent such default against payment of the Net Proceeds therefor by wire transfer

of same day funds payable to the order of the Company at 9:00 a.m. New York City time. If the Agent breaches this Agreement by

failing to deliver the Net Proceeds on any Settlement Date for the shares delivered by the Company, the Agent will pay the Company

interest based on the effective prime rate until such proceeds, together with such interest, have been fully paid.

(ix) Under

no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares,

the aggregate gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under

this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and

(C) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly

authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall

the Company cause or request the offer or sale of any Shares at a price lower than the minimum price authorized from time to time by the

Company’s board of directors, duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent

in writing. Further, under no circumstances shall the aggregate offering amount of the Shares sold pursuant to this Agreement, including

any separate underwriting or similar agreement covering principal transactions, exceed the Maximum Amount.

(x) Unless

the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the

Shares, the Company shall give the Agent at least one business day’s prior notice of its intent to sell any Shares in order to allow

the Agent time to comply with Regulation M.

(xi) The

Company agrees that during the term of this Agreement, any offer to sell, any solicitation of an offer to buy, or any sales of Shares

in an “at the market offering” as defined in Rule 415 under the Securities Act, including pursuant to Section 3(o)

of this Agreement, shall only be effected by or through the Agent; provided, however, that the foregoing limitation shall not apply to

the exercise of any outstanding option or warrant described in the Registration Statement and the Prospectus.

(b) Nothing

herein contained shall constitute the Agent an unincorporated association or partner with the Company. Under no circumstances shall any

Shares be sold pursuant to this Agreement on or after the date which is three years after the Registration Statement is first declared

effective by the Commission.

any other provisions of this Agreement, the Company agrees that no sale of Shares shall take place, and the Company shall not request

the sale of any Shares, and the Agent shall not be obligated to sell, during any period in which the Company is, or could be deemed to

be, in possession of material non-public information or the Company’s insider trading policy would prohibit the purchase and sale

of the Company’s Common Stock by its officers and directors.

3. Covenants.

The Company covenants and agrees with the Agent as follows:

(a) After

the date hereof and through any Prospectus Delivery Period, prior to amending or supplementing the Registration Statement (including any

Rule 462(b) Registration Statement), the Prospectus or any Permitted Free Writing Prospectus, the Company shall furnish to the Agent for

review a copy of each such proposed amendment or supplement, allow the Agent a reasonable amount of time to review and comment on such

proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Agent or counsel

to the Agent reasonably object; provided, that the foregoing shall not apply with regards to the filing by the Company of any Form 10-K,

Form 10-Q or other Incorporated Document. Subject to this Section 3(a), immediately following execution of this Agreement, the

Company will prepare a prospectus supplement describing the selling terms of the Shares hereunder, the plan of distribution thereof and

such other information as may be required by the Securities Act or the Rules and Regulations or as the Agent and the Company may deem

appropriate, and if requested by the Agent, a Permitted Free Writing Prospectus containing the selling terms of the Shares hereunder and

such other information as the Company and the Agent may deem appropriate, and will file or transmit for filing with the Commission, in

accordance with Rule 424(b) or Rule 433, as the case may be, copies of the Prospectus as supplemented and each such Permitted Free Writing

Prospectus.

(b) After

the date of this Agreement, the Company shall promptly advise the Agent in writing (i) of the receipt of any comments of, or requests

for additional or supplemental information from, the Commission or for any amendments or supplements to the Registration Statement, the

Prospectus or any Permitted Free Writing Prospectus (excluding any Incorporated Documents), (ii) of the time and date of any filing of

any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus or any Permitted Free Writing

Prospectus (excluding any Incorporated Documents), (iii) of the time and date that any post-effective amendment to the Registration Statement

becomes effective,

(iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement

or any post-effective amendment thereto or of any order preventing or suspending its use or the use of the Prospectus or any Permitted

Free Writing Prospectus, or (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any

securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of

any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company may terminate this

Agreement. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430B and 430C, as applicable, under

the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b), Rule 433 or

Rule 462 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).

through the later of (A) the termination of this Agreement and (B) the end of any applicable Prospectus Delivery Period, the Company will

comply in all material respects with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the

Rules and Regulations, as from time to time in force, and by the Exchange Act so far as necessary to permit the continuance of sales of

or dealings in the Shares as contemplated by the provisions hereof, the Prospectus and any Permitted Free Writing Prospectus. If during

any applicable Prospectus Delivery Period any event occurs as a result of which the Prospectus, or any Permitted Free Writing Prospectus

would include an 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 then existing, not misleading, or if during any applicable Prospectus Delivery Period it is necessary or appropriate

in the opinion of the Company or its counsel or in the reasonable opinion of the Agent or counsel to the Agent to amend the Registration

Statement or supplement the Prospectus or any Permitted Free Writing Prospectus, to comply with the Securities Act or to file under the

Exchange Act any document which would be deemed to be incorporated by reference in the Prospectus in order to comply with the Securities

Act or the Exchange Act, the Company will promptly notify Agent (or the Agent will notify the Company, as applicable), and the Agent shall

suspend the offering and sale of any such Shares, and the Company will amend the Registration Statement or supplement, the Prospectus

or any Permitted Free Writing Prospectus or file such document (at the expense of the Company) so as to correct such statement or omission

or effect such compliance within the time period prescribed by the Securities Act or the Exchange Act.

(ii) In

case the Agent is required to deliver (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule), in connection with the sale of the Shares, a Prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities

Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K

under the Securities Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the Registration

Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act

or Item 512(a) of Regulation S-K under the Securities Act, as the case may be. The Company shall cause each amendment or supplement to

the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or,

in the case of any document which would be deemed to be incorporated by reference therein, to be filed with the Commission as required

pursuant to the Exchange Act, within the time period prescribed. The Company shall promptly notify the Agent if any Material Contract

is terminated or if the other party thereto gives written notice of its intent to terminate any such Material Contract.

(iii) If

at any time following issuance of a Permitted Free Writing Prospectus there occurs an event or development as a result of which such Permitted

Free Writing Prospectus would conflict with the information contained in the Registration Statement or the Prospectus, or would include

an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances prevailing at that subsequent time, not misleading, the Company promptly will notify the Agent and will

promptly amend or supplement, at its own expense, such Permitted Free Writing Prospectus to eliminate or correct such conflict, untrue

statement or omission.

(d) The

Company shall use commercially reasonable efforts to take or cause to be taken all necessary action to qualify the Shares for sale under

the securities laws of such jurisdictions as Agent reasonably designates, if applicable, and to continue such qualifications in effect

so long as required for the distribution of the Shares, except that the Company shall not be required in connection therewith to qualify

as a foreign corporation or to execute a general consent to service of process in any state. The Company shall promptly advise the Agent

of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale

in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(e) The

Company will furnish to the Agent and counsel for the Agent, to the extent requested, copies of the Registration Statement, the Prospectus,

any Permitted Free Writing Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in

such quantities as the Agent may from time to time reasonably request.

(f) The

Company will make generally available to its security holders as soon as practicable an earnings statement (which need not be audited)

covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

If the Company makes any public announcement or release disclosing its results of operations or financial condition for a completed quarterly

or annual fiscal period (each, an “Earnings Release”) and the Company has not yet filed an Annual Report on

Form 10-K or a Form 10-Q with respect to such information, as applicable, then, prior to any sale of Shares, the Company shall be obligated

to (x) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b), which prospectus supplement shall

include the applicable financial information or (y) file a Report on Form 8-K, which Form 8-K shall include the applicable financial information.

(g) The

Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to

be paid (i) all expenses (including stock or transfer taxes and stamp or similar duties allocated to the respective transferees) incurred

in connection with the registration, issue, sale and delivery of the Shares, (ii) all reasonable and documented expenses and fees (including,

without limitation, fees and expenses of the Company’s accountants and counsel) in connection with the preparation, printing, filing,

delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits

thereto), each Prospectus, any Permitted Free Writing Prospectus, and any amendment thereof or supplement thereto, and the producing,

word-processing, printing, delivery, and shipping of this Agreement and other closing documents, including Blue Sky Memoranda (covering

the states and other applicable jurisdictions) prepared by counsel, if required, and including the cost to furnish copies of each thereof

to the Agent, (iii) all filing fees, (iv) listing fees, if any, and (v) all other costs and expenses of the Company incident to the performance

of its obligations hereunder that are not otherwise specifically provided for herein. The Company shall reimburse the Agent upon request

for its reasonable costs and out-of-pocket expenses incurred in connection with this Agreement, including the fees and disbursements of

its legal counsel, not to exceed (except in the case of legal fees and disbursements as provided for below) US$25,000 without the approval

of the Company (such approval not to be unreasonably withheld). In addition, the Company shall pay the Agent US$2,500 for its legal fees

on each Bringdown Date. All such reimbursements under this Agreement shall be paid in U.S. dollars.

(h) The

Company will apply the net proceeds from the sale of the Shares in the manner set forth under the caption “Use of Proceeds”

in the Prospectus, and any Permitted Free Writing Prospectus.

(i) The

Company will not, without (i) giving the Agent at least five business days’ prior written notice specifying the nature of the proposed

sale and the date of such proposed sale and (ii) the Agent’s suspending activity under this Agreement for such period of time as

requested by the Company or as deemed appropriate by the Agent in light of the proposed sale, offer for sale, sell, contract to sell,

pledge, grant any option for the sale of, enter into any transaction which is designed to, or might reasonably be expected to, result

in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company

or any Subsidiary, or otherwise issue or dispose of, directly or indirectly (or publicly disclose the intention to make any such offer,

sale, pledge, grant, issuance or other disposition), of any Common Stock or any securities convertible into or exchangeable for, or any

options or rights to purchase or acquire, Common Stock, or permit the registration under the Securities Act of any Common Stock, such

securities, options or rights, except for (i) the registration of the Shares and the sales through the Agent pursuant to this Agreement

(ii) the registration of Common Stock issued or issuable with respect to any currently outstanding options and warrants that are described

in the Registration Statement and the Prospectus and (iii) a registration statement on Form S-8 relating to employee benefit plans.

(j) The

Company shall not, at any time at or after the execution of this Agreement, offer or sell any Shares by means of any “prospectus”

(within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection

with the offer or sale of the Shares, in each case other than the Prospectus or any Permitted Free Writing Prospectus.

(k) Until

the termination of this Agreement, the Company will not take, directly or indirectly, any action designed to or that would constitute

or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation in violation

of the Securities Act, the Exchange Act or the rules and regulations thereunder of the price of any security of the Company to facilitate

the sale or resale of the Shares or otherwise violate any provision of Regulation M under the Exchange Act.

(l) The

Company will not incur any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution

and delivery of this Agreement or the consummation of the transactions contemplated hereby or thereby, except as contemplated herein.

(m) During

any applicable Prospectus Delivery Period, the Company will file on a timely basis with the Commission such periodic and current reports

as required by the Rules and Regulations.

(n) Except

as described in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, the Company has maintained

and will maintain, such controls and other procedures, including without limitation those required by Sections 302 and 906 of the Sarbanes-Oxley

Act and the applicable regulations thereunder, that are designed to ensure that information required to be disclosed by the Company in

the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the Commission’s rules and forms, including without limitation, controls and procedures designed to ensure that information required

to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s

management, including its principal executive officer and its principal financial officer, or persons performing similar functions, as

appropriate to allow timely decisions regarding required disclosure, to ensure that material information relating to Company is made known

to them by others within those entities.

(o) Each

of the Company and Agent represent and agree that, neither the Company nor the Agent has made or will make any offer relating to the Shares

that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would

otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with

the Commission other than a Permitted Free Writing Prospectus. The Company represents that it has treated or agrees that it will treat

each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and

will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing

where required, legending and record keeping.

(p) On

the date hereof and each date when the Company (A) amends or supplements (other than a supplement to a Prospectus filed pursuant to Rule

424(b) under the Securities Act relating solely to the offering of securities other than the Shares ) the Registration Statement or Prospectus

by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration

Statement or the Prospectus relating to the Shares, (B) files an annual report on Form 10-K under the Exchange Act (including any Form

10-K/A containing amended material financial information or a material amendment to the previously filed Form 10-K) or (C) files a report

on Form 10-Q containing quarterly financial information that is incorporated by reference in the Registration Statement and Prospectus

(each of the dates in (A) through (C) are referred to herein as a “Bringdown Date”), the Agent shall receive

a favorable opinion of Blank Rome LLP, as securities counsel for the Company, and Parsons Behle & Latimer, as special Nevada

counsel for the Company, dated as of a date within ten (10) days after the applicable Bringdown Date, addressed to the Agent and modified

as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions.

With respect to this Section 3(p), in lieu of delivering such opinions or letters for Bringdown Dates subsequent to the date hereof,

such counsel may furnish agent with a letter (a “Reliance Letter”) to the effect that Agent may rely upon a

prior opinion or letter delivered under this Section 3(p) to the same extent as if it were dated the date of such letter (except

that statement in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented

as of the date of such Reliance Letter); provided, however, the requirement to provide opinions and letters under this Section

3(p) is hereby waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue

until the earlier to occur of the date the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding

the foregoing, if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and

did not provide Agent with opinions and letters under this Section 3(p), then before the Company delivers the Transaction Notice

or Agent sells any Shares, the Company shall cause Blank Rome LLP and Parsons Behle & Latimer, to furnish to the Agent a written

opinion or Reliance Letter dated the date of the Transaction Notice.

(q) On

the date hereof, and each date when the Company files an annual report on Form 10-K, or a report on Form 10-Q containing quarterly financial

information that is incorporated by reference in the Registration Statement and Prospectus, the Company shall cause Rosenberg Rich Baker

Berman P.A., or other independent accountants satisfactory to the Agent, to deliver to the Agent (x) a letter, dated as of a date within

ten (10) days after such date and addressed to Agent, in form and substance satisfactory to Agent (the first such letter, the “Initial

Comfort Letter”), confirming that they are independent public accountants within the meaning of the Securities Act and are

in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the

Commission, and stating the conclusions and findings of said firm with respect to the financial information and other matters and (y)

a letter updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been

given on such date and as modified as necessary to relate to the date of such letter (each such letter, a “Bringdown Comfort

Letter”); provided, however, the requirement to provide a Bringdown Comfort Letter under this Section 3(q)

is hereby waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until

the earlier to occur of the date the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding

the foregoing, if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and

did not provide Agent with a Bringdown Comfort Letter under this Section 3(q), then before the Company delivers the Transaction

Notice or Agent sells any Shares, the Company shall cause Rosenberg Rich Baker Berman P.A., or other independent accountants satisfactory

to the Agent, to deliver to the Agent a Bringdown Comfort Letter dated the date of the Transaction Notice.

(r) On

the date hereof and each Bringdown Date, the Company shall furnish to the Agent a certificate, dated as of a date within ten (10) days

after the applicable Bringdown Date and addressed to Agent, signed by the chief executive officer and by the chief financial officer of

the Company, to the effect that:

(i) The

representations and warranties of the Company in this Agreement are true and correct in all material respects as if made at and as of

the date of the certificate, and the Company has complied in all material respects with all the agreements and satisfied all the conditions

on its part to be performed or satisfied at or prior to the date of the certificate;

(ii) No

stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the

qualification of the Shares for offering or sale or notice that would prevent use of the Registration Statement, nor suspending or preventing

the use of the Prospectus or any Permitted Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted

or, to the best of their knowledge, is contemplated by the Commission or any state or regulatory body;

(iii) The

Shares to be sold on that date have been duly and validly authorized by the Company and all corporate action required to be taken for

the authorization, issuance and sale of the Shares on that date has been validly and sufficiently taken;

(iv) Subsequent

to the respective dates as of which information is given in the Prospectus or any Permitted Free Writing Prospectus, as amended and supplemented,

and except for pending transactions disclosed therein, the Company has not incurred any material liabilities or obligations, direct or

contingent, or entered into any material transactions, not in the ordinary course of business, or declared or paid any dividends or made

any distribution of any kind with respect to its capital stock, and there has not been any change in the capital stock or any issuance

of options, warrants, convertible securities or other rights to purchase the capital stock (other than as a result of the exercise of

any currently outstanding options or warrants that are disclosed in the Prospectus), or any material change in the long-term debt, of

the Company, or any Material Adverse Effect or any development that would reasonably be likely to result in a Material Adverse Effect

(whether or not arising in the ordinary course of business), or any material loss by strike, fire, flood, earthquake, accident or other

calamity, whether or not covered by insurance, incurred by the Company; and

(v) Except

as stated in the Prospectus, and any Permitted Free Writing Prospectus, as amended and supplemented, there is not pending, or, to the

knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company is a party before or by any

court or governmental agency, authority or body, or any arbitrator, which would reasonably be likely to result in any Material Adverse

Effect; provided, however,

the requirement to provide a certificate under this Section 3(r) is hereby waived for any Bringdown

Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date

the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding the foregoing, if the Company

subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with a

certificate under this Section 3(r), then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company

shall provide Agent with a certificate dated the date of the Transaction Notice.

(s) A

reasonable time prior to each Bringdown Date, the Company, if so requested by the Agent, shall conduct a due diligence session, in form

and substance, satisfactory to the Agent, which shall include representatives of the management and the accountants of the Company.

(t) The

Company shall disclose in its annual report on Form 10-K and its reports on Form 10-Q with quarterly financial information the number

of Shares sold through the Agent under this Agreement, the Net Proceeds to the Company and the compensation paid by the Company with respect

to sales of the Shares pursuant to this Agreement.

(u) The

Company shall ensure that there are at all times sufficient Common Stock to provide for the issuance, free of any preemptive rights, out

of its authorized but unissued Common Stock, of the maximum aggregate number of Shares authorized for issuance by the Company’s

board of directors pursuant to the terms of this Agreement. The Company will use its reasonable best efforts to cause the Shares to be

listed on the Nasdaq Capital Market, and to maintain such listing. The Company shall cooperate with Agent and use its reasonable efforts

to permit Shares to be eligible for clearance and settlement through the facilities of DTC.

(v) At

any time during the term of this Agreement, the Company will advise the Agent promptly after it receives notice or obtains knowledge of

any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Agent pursuant

to Section 3 herein.

(w) Subject

to compliance with any applicable requirements of Regulation M under the Exchange Act and compliance with applicable securities laws,

the Company consents to the Agent trading in Common Stock for the Agent’s own account and for the account of its clients (in compliance

with all applicable laws) at the same time as sales of the Shares occur pursuant to this Agreement.

(x)

If to the knowledge of the Company, any condition set forth in Section 4 of this Agreement

shall not have been satisfied on the applicable Settlement Date, the Company will offer to any person who has agreed to purchase the

Shares on such Settlement Date from the Company as the result of an offer to purchase solicited by the Agent the right to refuse to

purchase and pay for such Shares.

(y) On

the date hereof and each Bringdown Date, the Company shall furnish to the Agent an incumbency certificate, dated as of such date and addressed

to Agent, signed by the secretary of the Company.

(z) Each

acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed to be an affirmation to the Agent that the representations

and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as

though made at and as of such date (other than those representations and warranties made as of a specified date or time), and an undertaking

that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance,

as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement

and the Prospectus as amended and supplemented relating to such Shares).

(aa) The

Company shall ensure that there are at all times sufficient Common Stock to provide for the issuance, free of any preemptive rights, out

of its authorized but unissued Common Stock or Common Stock held in treasury, of the maximum aggregate number of Shares authorized for

issuance by the Company’s board of directors pursuant to the terms of this Agreement.

(bb) During

any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may

be satisfied pursuant to Rule 172, 173 or any similar rule) to be delivered under the Securities Act, the Company will file all documents

required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the regulations

thereunder.

(cc) The Company shall cooperate with Agent and use its reasonable efforts to permit the Shares

to be eligible for clearance and settlement through the facilities of DTC.

(dd) The

Company will apply the Net Proceeds from the sale of the Shares in the manner set forth in the Prospectus.

(ee) To the extent that the

Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company shall file a new registration

statement with respect to any additional shares of Common Stock necessary to complete such sales of the Shares and shall cause such registration

statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to

“Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including

all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included

in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference,

included in any such registration statement at the time such registration statement became effective.

4. Conditions

of Agent’s Obligations. The obligations of the Agent hereunder are subject to (i) the accuracy of, as of the date hereof,

each Bringdown Date, and each Time of Sale (in each case, as if made at such date), and compliance with, all representations, warranties

and agreements of the Company contained herein, (ii) the performance by the Company of its obligations hereunder and (iii) the following

additional conditions:

(a) If

the filing of the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, is required under the

Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Permitted

Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or

Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement

or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Prospectus

or any Permitted Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated

or threatened; and any request of the Commission for additional information (to be included in the Registration Statement, the Prospectus,

any Permitted Free Writing Prospectus or otherwise) shall have been complied with to the Agent’s satisfaction.

(b) The

Agent shall not have advised the Company that the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any

Permitted Free Writing Prospectus, contains an untrue statement of fact which, in the Agent’s opinion, is material, or omits to

state a fact which, in the Agent’s opinion, is material and is required to be stated therein or is necessary to make the statements

therein (i) with respect to the Registration Statement, not misleading and (ii) with respect to the Prospectus or any Permitted Free Writing

Prospectus, in light of the circumstances under which they were made, not misleading.

as set forth or contemplated in the Prospectus and any Permitted Free Writing Prospectus, subsequent to the respective dates as of which

information is given therein, the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered

into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock

and there shall not have been any change in the capital stock, or any issuance of options, warrants, convertible securities or other rights

to purchase the capital stock (other than as a result of the exercise of any currently outstanding options or warrants that are disclosed

in the Prospectus), or any material change in the short-term or long-term debt, of the Company, or any Material Adverse Effect or any

development that would be reasonably likely to result in a Material Adverse Effect (whether or not arising in the ordinary course of business),

or any material loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by

the Company, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable

to offer or deliver the Shares.

(d) The

Company shall have performed each of its obligations under Section 3(q).

(e) The

Company shall have performed each of its obligations under Section 3(r).

(f) The

Company shall have performed each of its obligations under Section 3(s).

(g)

FINRA shall not have raised any objection to the fairness and reasonableness of the terms and arrangements under this

Agreement.

(h) All

filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Settlement Date shall have been made

within the applicable time period prescribed for such filing by Rule 424.

(i) The

Company shall have furnished to Agent and the Agent’s counsel such additional documents, certificates and evidence as they may have

reasonably requested.

(j) Trading

in the Common Stock shall not have been suspended on the Nasdaq Capital Market. The Shares shall have been listed and authorized for trading

on the Nasdaq Capital Market prior to the first Settlement Date, and satisfactory evidence of such actions shall have been provided to

the Agent and its counsel, which may include oral confirmation from a representative of the Nasdaq Capital Market.

All such opinions, certificates,

letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance

to Agent and the Agent’s counsel. The Company will furnish Agent with such conformed copies of such opinions, certificates, letters

and other documents as Agent shall reasonably request.

5. Indemnification

and Contribution.

(a) (i) The Company agrees

to indemnify and hold harmless the Agent and each of the other Indemnified Parties (as defined below) from and against, and pay on demand

for, any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and

all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements

in giving testimony or furnishing documents in response to subpoena or otherwise (including, without limitation, the costs, expenses and

disbursements, as and when incurred, of investigating, preparing, pursuing or defending any such action, suit, proceeding or investigation

(whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”),

directly or indirectly, caused by, relating to, based upon, arising out of , or in connection with this Agreement, including, without

limitation, any act or omission by the Agent in connection with its acceptance of or the performance or non-performance of its obligations

under the Agreement, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in

any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by the Agent of its rights

under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a

court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful

misconduct of the Indemnified Party seeking indemnification hereunder. 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 for or in connection with this Agreement for any

other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject

to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct

This indemnity agreement will be in addition to any liability that the Company otherwise might have.

(ii) These

indemnification provisions shall extend to the following persons (collectively, the “Indemnified Parties”):

Maxim, its managers, members, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section

20 of the Exchange Act), and the officers, directors, partners, stockholders, members, managers, employees and controlling persons of

any of them. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified

Party.

(iii) If

any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall

notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the

Company shall not relieve the Company from its obligations hereunder except to the extent that the Company is actually and materially

prejudiced by such failure to notify. An Indemnified Party shall have the right to retain one counsel of its own choice to represent it,

and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent

with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable

for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without

the prior written consent of the Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in

respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant

to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any

factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism,

expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party.

(iv) In

order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made

but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may

not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall

contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company

and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only

if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only

the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection

with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found

liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent

misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its stockholders, subsidiaries and

affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction

or transactions to which the Agreement relates relative to the amount of fees actually received by the Agent in connection with such transaction

or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount

of fees previously received by the Agent pursuant to the Agreement.

(b) (i) The Agent will indemnify

and hold harmless the Company and its affiliates, employees, and directors and each officer of the Company who signed the Registration

Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act, legal counsel, agents and controlling persons of any of them (the “Company Indemnified Parties”)

from and against any Losses to which the Company or the Company Indemnified Parties may become subject, under the Securities Act or otherwise

(including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), insofar as such losses,

claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or omission or alleged

untrue statement or omission of a material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement

thereto or any Permitted Free Writing Prospectus, but only and solely to the extent that such untrue statement or alleged untrue statement

or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any

Permitted Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by Agent expressly

for use in the preparation thereof, it being understood and agreed that the only information furnished by the Agent consists of the information

described as such in Section 5(b)(ii) hereof, by the Company in connection with investigating or defending against any such loss,

claim, damage, liability or action.

(ii) The

Agent confirms and the Company acknowledges that as of the date hereof no information has been furnished in writing to the Company by

or on behalf of the Agent specifically for inclusion in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus.

the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsection

(a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of

the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect

the relative benefits received by the Company on the one hand and the Agent on the other from the Offering or (ii) if the allocation provided

by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits

referred to in clause (i) above but also the relative fault of the Company on the one hand and the Agent on the other in connection with

the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the Agent on the other shall be deemed to be in the same proportion

as the total net proceeds from the Offering (before deducting expenses) received by the Company and the total commissions received by

the Agent, bear to the total public offering price of the Shares. The relative fault shall be determined by reference to, among other

things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact

relates to information supplied by the Company or the Agent and the parties’ relevant intent, knowledge, access to information and

opportunity to correct or prevent such untrue statement or omission. The Company and the Agent agree that it would not be just and equitable

if contributions pursuant to this subsection (c) were to be determined by pro rata allocation or by any other method of allocation which

does not take account of the equitable considerations referred to in the first sentence of this subsection (c). The amount paid by an

indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (c) shall

be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending

against any action or claim which is the subject of this subsection (c). Notwithstanding the provisions of this subsection (c), the Agent

shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it

and distributed to the public were offered to the public exceeds the amount of any damages that the Agent has otherwise been required

to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such

fraudulent misrepresentation.

(d) Neither

termination of this Agreement nor completion of the Offering shall affect these indemnification provisions which shall remain operative

and in full force and effect. The indemnification provisions shall be binding upon the Company and the Agent and their respective successors

and assigns and shall inure to the benefit of the Indemnified Parties and the Company Indemnified Parties and their respective successors,

assigns, heirs and personal representatives.

6. Representations

and Agreements to Survive Delivery. All representations and warranties of the Company herein or in certificates delivered pursuant

hereto, and agreements of the Agent and the Company herein, including but not limited to the agreements of the Agent and the Company contained

in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of

the Agent or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, and shall survive

delivery of, and payment for, the Shares to and by the Agent hereunder.

7. Termination

of this Agreement.

(a) The

Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating

to the solicitation of offers to purchase the Shares in its sole discretion at any time upon four (4) business days’ prior written

notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through

the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect

to any pending sale, through the Agent for the Company, the obligations of the Company with respect to such pending sale of Shares, including

in respect of compensation of the Agent, shall remain in full force and effect notwithstanding such termination and (iii) the provisions

of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain

in full force and effect notwithstanding such termination.

(b) The

Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement by giving

four (4) business days’ prior written notice, if the Agent is not fully satisfied, in its sole discretion, with the results of its

and its representatives’ review of the Company and the Company’s business. Any such termination shall be without liability

of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of

Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such

termination and (ii) the provisions of Section 3(g) other than the last three sentences thereof shall remain in full force and

effect only if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its

failure to cure any default within a reasonable period of time.

Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a) or (b) above or otherwise by

mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section

3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate

automatically upon the issuance and sale of all of the Shares having an aggregate offering price equal to the Maximum Amount.

(d) Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall

not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If

such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions

of Section 2(a) of this Agreement.

8. Default

by the Company. If the Company shall fail at any Settlement Date to sell and deliver the number of Shares which it is obligated

to sell hereunder, then this Agreement shall terminate without any liability on the part of the Agent or, except as provided in Section

3(g) hereof, any non-defaulting party. No action taken pursuant to this Section 8 shall relieve the Company from liability,

if any, in respect of such default, and the Company shall (A) hold the Agent harmless against any loss, claim or damage arising from or

as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default.

9. Notices.

Except as otherwise provided herein, all communications under this Agreement shall be in writing and, if to the Agent, shall be mailed,

delivered or sent by facsimile or email transmission to:

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Attention: Clifford A. Teller, Co-President

Fax: (212) 895-3783

email: cteller@maximgrp.com.

with a required copy (which shall not constitute notice)

to:

Pryor Cashman LLP

7 Times Square

New York, New York 10036

Attention: M. Ali Panjwani, Esq.

Fax: (212) 326-0806

Email: ali.panjwani@pryorcashman.com.

Notices to the Company shall be given to it at:

Data Storage Corporation

244 5th Avenue, Suite 2821

New York, New York 10001

Attention: Charles M. Piluso

Email: Chief Executive Officer

with a required copy (which shall not constitute notice)

to:

Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

Attn: Leslie Marlow, Esq.

Email: leslie.marlow@blankrome.com

Any party to this Agreement

may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

10. Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their

respective successors and assigns and the controlling persons, officers and directors referred to in Section 5. Nothing in this Agreement

is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in

respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used shall not include

any purchaser, as such purchaser, of any of the Shares from the Agent.

11. Absence

of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Agent has been retained solely to act as an sales

agent and/or principal in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company

and the Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent

has advised or are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were

established by the Company following discussions and arms-length negotiations with the Agent and the Company is capable of evaluating

and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c)

it has been advised that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ

from those of the Company and that the Agent has no obligation to disclose such interest and transactions to the Company by virtue of

any fiduciary, advisory or agency relationship; (d) it has been advised that the Agent is acting, in respect of the transactions contemplated

by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (e) it waives to the fullest extent permitted

by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of

the transactions contemplated by this Agreement and agrees that the Agent shall have no liability (whether direct or indirect) to the

Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors

of the Company.

12. Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section

5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws rules that would apply

the laws of any other jurisdiction.

13. Counterparts.

This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall

each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

14. Adjustments

for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted

to take into account any stock split, stock dividend or similar event effected with respect to the Shares.

15. Entire

Agreement; Amendment; Severability; Headings. This Agreement (including all schedules and exhibits attached hereto and transaction

notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,

both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may

be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions

contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent

jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable,

and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision

was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof

shall be in accordance with the intent of the parties as reflected in this Agreement. The section headings used in this Agreement are

for convenience only and shall not affect the construction hereof.

16. Waiver

of Jury Trial. Each of the Company and the Agent hereby waives any right it may have to a trial by jury in respect of any claim

based upon or arising out of this Agreement or the transactions contemplated hereby.

[Signature Page Follows]

If the foregoing is in accordance with your understanding

of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance

shall represent a binding agreement between the Company and the Agent in accordance with its terms.

Very truly yours,

DATA STORAGE CORPORATION

/s/ Charles M. Piluso

Name:

Charles M. Piluso

Title:

Chief Executive Officer

Confirmed as of the date first

above mentioned.

MAXIM GROUP LLC

/s/ Ritesh M. Veera

Name:

Ritesh M. Veera

Title:

Co-Head, Investment Banking

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: e7672_ex5-1.htm · Sequence: 3

EXHIBIT 5.1

May 26, 2026

Data Storage Corporation

244 5th Avenue, Suite 2821

New York, New York 10001

Re:

Data Storage Corporation

Ladies and Gentlemen:

We have acted as special Nevada

counsel to Data Storage Corporation, a Nevada corporation (the “Company”), in connection with the proposed issuance

of up to $10,600,000 of shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common

Stock”). The Shares are included in a Registration Statement on Form S-3 (File No. 333-280881) (the “Registration Statement”)

filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the

“Securities Act”), and declared effective by the Commission on July 26, 2024, a base prospectus, dated July 26, 2024,

included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a prospectus,

dated July 26, 2024, filed on July 30, 2024 with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Base

Prospectus, the “Prospectus”). The Shares are being sold pursuant to that certain Equity Distribution Agreement, dated

May 26, 2026, between the Company and Maxim Group LLC (the “Sales Agreement”).

This opinion letter is being

delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

As counsel to the Company, we

have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent,

we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently

verified such factual matters. We are opining herein as to the Nevada Revised Statutes (the “NRS”), and we express

no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of

Nevada, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

We have made such examination

as we have deemed necessary for the purpose of this opinion letter. Based upon such examination, it is our opinion, that, when the Shares

shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers,

and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Prospectus

and the Sales Agreement, the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company,

and the Shares will be validly issued, fully paid and nonassessable.

In rendering the foregoing opinion,

we have assumed that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the

NRS and (ii) upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed

the total number of shares of Common Stock that the Company is then authorized to issue under its articles of incorporation, as amended

as of the date hereof.

This opinion letter is given

as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. This opinion

letter is delivered solely in connection with the consummation of the transactions described herein, and may not be relied upon by you

for any other purpose nor by any other person for any purpose.

We hereby consent to the reference

to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion letter as Exhibit 5.1 to

the Company’s Current Report on Form 8-K relating to the issuance and sale of the Shares pursuant to the Sales Agreement. In giving

our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities

Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Parsons Behle & Latimer

PARSONS BEHLE & LATIMER

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May 26, 2026

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DATA

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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