AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
This Amended and restated voting Agreement (this “Agreement”) is made and entered into as of December 1, 2020, by and among Ribbon Communications Operating Company, Inc., a Delaware corporation (“RCOCI”), Ribbon Communications International Limited, an Ireland company (“RCIL”, and together with RCOCI, each a “Seller” and collectively the “Sellers”), Ribbon Communications Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Holder”) of securities of American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meaning attributed to them in the Purchase Agreement (as defined below).
AMENDED AND RESTATED PURCHASE AGREEMENT among RIBBON COMMUNICATIONS INC., RIBBON COMMUNICATIONS OPERATING COMPANY, INC., RIBBON COMMUNICATIONS INTERNATIONAL LIMITED and AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. dated as of December 1, 2020Purchase Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
This Amended and Restated Purchase Agreement (this “Agreement”), dated as of December 1, 2020, is entered into by and among Ribbon Communications Inc., a Delaware corporation (“Parent”), Ribbon Communications Operating Company, Inc., a Delaware corporation (“RCOCI”), Ribbon Communications International Limited, an Ireland company (“RCIL”, and together with RCOCI, each a “Seller” and collectively the “Sellers”), and American Virtual Cloud Technologies, Inc., a Delaware corporation (“Buyer”). Sellers and Buyer are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.
WARRANT TO PURCHASE COMMON STOCK OF AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.American Virtual Cloud Technologies, Inc. • December 7th, 2020 • Services-computer integrated systems design
This is to Certify That, FOR VALUE RECEIVED, ______________________, or its assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), _______ shares of fully paid, validly issued and nonassessable shares of the common stock of the Company (“Common Stock”) at an exercise price of $0.01 per share. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time pursuant to Section (h) hereof or as otherwise provided herein, are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per share of Common Stock acquirable upon exercise hereof as in effect at any time and as adjusted from time to time is hereinafter sometimes ref
ContractConvertible Debenture • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
THIS DEBENTURE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 3 OF THIS DEBENTURE TO THE SENIOR INDEBTEDNESS (AS DEFINED HEREIN), AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SECTIONS 3 AND 12 OF THIS DEBENTURE.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2020, is made and entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”),the undersigned party listed under the heading “Holder” on the signature page hereto (and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, each a “Holder” and collectively the “Holders”), and solely for purposes of Section 7.1 of this Agreement, the undersigned parties listed under the heading “Significant Holders” on the signature page hereto (collectively, the “Significant Holders”).
AMENDMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design
This Amendment and Joinder (this “Amendment and Joinder”), entered into and effective as of December 1, 2020, is made to that certain Registration Rights Agreement, dated as of April 7, 2020, by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), and the other parties thereto (the “RRA”). This Amendment and Joinder is entered into by and among the Company, the undersigned parties listed under the heading “Original Holders” on the signature page hereto, and SPAC Opportunity Partners Investment Sub LLC (the “Initial Investor”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the RRA.
Employment AgreementEmployment Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Georgia
This Employment Agreement (this "Agreement") is made effective as of December 1, 2020 by and between American Virtual Cloud Technologies, Inc. ("The Company") of 1720 Peachtree Street, Suite 629, Atlanta, Georgia, 30309 and Michael Dennis, ("Mr. Dennis”), of 95 West Main Street, 5-261, Chester, NJ 07930.
Employment AgreementEmployment Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Georgia
This Employment Agreement (this "Agreement") is made effective as of December 1, 2020 by and between American Virtual Cloud Technologies, Inc. ("The Company") of 1720 Peachtree Street, Suite 629, Atlanta, Georgia, 30309 and Thomas King, ("Mr. King”), of 1298 Waterford Green Trail, Marietta, GA 30068. This Agreement replaces all prior employment agreements.
GUARANTYGuaranty • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
THIS GUARANTY (this “Guaranty”), dated as of ______________, 2020, between entities named as guarantors on the signature pages this Guaranty _____________ (the “Guarantors” and each a “Guarantor”), each of which Guarantors is a subsidiary of American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 1, 2020 by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), SPAC Opportunity Partners Investment Sub LLC, a Delaware limited liability company (the “Initial Investor”), solely for purposes of Section 6.5 and Section 9.6, Ribbon Communications Inc., a Delaware corporation (“Ribbon”), and any other parties that may sign a counterpart signature page or joinder to this Agreement from time to time after the date hereof to become a party to this Agreement as an additional investor (the “Additional Investors”) (the Initial Investor and each Additional Investor, an “Investor” and collectively, the “Investors”).
