REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 19, 2022, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, Georgia 30309 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 25th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of April 14, 2022, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
GUARANTYGuaranty • April 25th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
This GUARANTY, dated as of April 19, 2022 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of [ ], a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
CONSULTING AGREEMENTConsulting Agreement • April 25th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Georgia
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into effective as of April 1, 2022 (the “Effective Date’”), by and between SAW Holdings, LLC (the “Consultant”), and American Virtual Cloud Technologies, Inc. (“AVCT” or the “Company’), whose address is 1720 Peachtree Street, Suite 629, Atlanta, GA 30309. When referred to collectively the Company and the Consultant shall be referred to as the “Parties”.
TERMINATION AGREEMENTTermination Agreement • April 25th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
TERMINATION AGREEMENT (this “Agreement”), dated as of April 21, 2022, by and between American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), and Navigation Capital Partners, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant is sometimes referred to herein as a “Party,” and the Company and Consultant are sometimes referred to herein collectively as the “Parties.”
