SETTLEMENT AGREEMENTSettlement Agreement • September 1st, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is made as of August 29, 2022 (the “Effective Date”) by and among Ribbon Communications Canada, ULC (“Ribbon Canada”), Ribbon Communications, Inc. (“Ribbon Parent”), Ribbon Communications Operating Company, Inc. (“RCOCI”), American Virtual Cloud Technologies, Inc. (“AVCT”) and AVCtechnologies USA, Inc. (“AVCT USA”). RCOCI, Ribbon Parent and Ribbon Canada are each referred to herein as a “Ribbon Party,” and collectively as the “Ribbon Parties”. AVCT and AVCT USA are each referred to herein as an AVCT Party and collectively as the “AVCT Parties”. Each Ribbon Party and each AVCT Party is referred to herein as a “Party” and all of them collectively, the “Parties.”
WIND DOWN AGREEMENTWind Down Agreement • September 1st, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design
WIND DOWN AGREEMENT (“Agreement”), dated August 29, 2022, by and between RIBBON COMMUNICATIONS OPERATING COMPANY, INC. (“RCOCI”) and AVCTECHNOLOGIES USA, INC. (“AVCT USA”). Each of RCOCI and AVCT USA a Party, and collectively, the Parties.
WARRANT TERMINATION agreementWarrant Termination Agreement • September 1st, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of August 29, 2022, by and between AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and RIBBON COMMUNICATIONS INC., a Delaware corporation (the “Holder”). The Company and the Holder may collectively be referred to herein as the “Parties,” and each, individually, may be referred to herein as a “Party.”
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • September 1st, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
THIS STOCK REDEMPTION AGREEMENT (“Agreement”) is made and effective as of August 29, 2022, by and between RIBBON COMMUNICATIONS INC., a Delaware corporation (“Seller”), and AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., a Delaware corporation (the “Corporation”). The Seller and the Corporation shall each individually at times be referred to herein as a “Party” or together as the “Parties”.
AMENDED AND RESTATED WAIVER AGREEMENTAmended and Restated Waiver Agreement • September 1st, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design
This AMENDED AND RESTATED WAIVER AGREEMENT (this “Agreement”), dated as of August 31, 2022, is entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned holders of securities of the Company (each, a “Holder Entity”, and collectively, the “Holder”), on each Holder Entity’s own behalf and in its respective capacity as the Required Holder, as such term is defined in the Purchase Agreements, the Certificate of Designations and the Notes (all as defined below).
