Exhibit 10.3


 


EXECUTION VERSION


 


NINTH AMENDMENT TO LOAN DOCUMENTS


 


THIS NINTH AMENDMENT TO LOAN
DOCUMENTS (this “Amendment”), dated effective as of November 1, 2021, is among Stratos
Management Systems, Inc. (f/k/a Tango Merger Sub Corp.), a Delaware corporation (“Stratos”), American
Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation (“Parent” and together
with Stratos, collectively and individually, “Borrower”), COMPUTEX, INC., a Texas corporation (“Computex”),
FIRST BYTE COMPUTERS, INC., a Minnesota corporation (“First Byte”), ENETSOLUTIONS, L.L.C., a Texas limited liability
company (“eNET”), AVCTECHNOLOGIES USA INC., a Delaware corporation (“AVCT”), and KANDY COMMUNICATIONS
LLC, a Delaware limited liability company (“KC”, and together with AVC, eNet, Computex, and First Byte, the “Guarantors”
and individually, a “Guarantor”), and COMERICA BANK (“Bank”).


 


RECITALS:


 


A. Borrower
and Bank are party to that certain Credit Agreement dated as of December 18, 2017, as amended by, among other things, that certain Eighth
Amendment to Loan Documents dated as of September 22, 2021 (“Eighth Amendment”) (as the same has been or may hereafter
be amended, restated or otherwise modified from time to time, the “Credit Agreement”).


 


B.  In
connection with the Credit Agreement, Borrower executed (i) that certain Fifth Amended and Restated Master Revolving Note dated June 24,
2021 in the original principal amount of $13,000,000.00 payable to the order of Bank (as the same has been and may be amended, restated
or modified from time to time, the “Revolving Credit Note”), and (ii) that certain Third Amended and Restated Term
Note dated June 24, 2021 in the original principal amount of $4,000,000.00 payable to the order of Bank (as the same has been and may
be amended, restated or modified from time to time, the “Term Note”).


 


C. In
connection with the Credit Agreement, (i) Borrower, eNet, Computex, and First Byte are party to that certain Security Agreement dated
as of December 18, 2017 in favor of Bank, (ii) Parent is party to that certain Security Agreement dated as of April 7, 2020
in favor of Bank and (iii) AVCT and KC are party to that certain Security Agreement dated as of December 1, 2020 in favor of Bank
(collectively, as the same have been or may be amended, restated or modified from time to time, the “Security Agreement”).


 


D. In
connection with the Credit Agreement, (i) eNet, Computex, and First Byte are party to that certain Guaranty dated as of December 18, 2017
in favor of Bank, and (ii) Parent is party to that certain Guaranty dated as of April 7, 2020 in favor of Bank and (iii) AVCT and
KC are party to that certain Guaranty dated as of December 1, 2020 in favor of Bank (collectively, as the same have been or may hereafter
be amended, restated or otherwise modified from time to time, the “Guaranties”).


 






    Ninth Amendment to Loan Documents – Page 1


     


    

 


E. In
connection with the Credit Agreement, the Borrower and Guarantors are party to that certain Advance Formula Agreement dated as of December
18, 2017 (as the same has been or may hereafter be amended, restated or otherwise modified from time to time, the “Advance Formula
Agreement”).


 


F. Borrower,
Guarantors, and Bank now desire to amend the Credit Agreement and the other Loan Documents as provided herein.


 


NOW, THEREFORE, in consideration
of the premises herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows (all provisions of this Amendment being effective as of the date hereof unless otherwise stated herein):


 


ARTICLE I



Definitions


 


Section 1.1 Definitions.
Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Credit Agreement,
as amended hereby.


 


ARTICLE II



Amendments to Loan Documents


 


Section 2.1 Amendment
to Section 1(a) of the Credit Agreement. The following definition in Section 1(a) of the Credit Agreement is amended and
restated in its entirety to read as follows:


 


“Revolving
Credit Maximum Amount” shall mean the lesser of (a) (i) $12,000,000 from November 1, 2021 through and including November 30,
2021, and (ii) $10,000,000 from December 1, 2021 and thereafter, or (b) the maximum amount permitted by the Advance Formula Agreement.


 


Section 2.2 Amendment
to Payments under Term Note. Notwithstanding any provision to the contrary contained in the Term Note and in Section 2.3 of the Eighth
Amendment, Bank and Borrower agree the scheduled payment of principal under the Term Note that would otherwise be due and payable on November
1, 2021 shall instead be payable as follows: (a) during the period beginning on November 1, 2021 through and including November 22,
2021, a weekly principal payment of $400,000, plus all accrued and unpaid interest thereon, shall be payable on each Monday of each calendar
week during such period and (b) on December 1, 2021 and thereafter, principal and interest payments shall resume as provided
in the Term Note.


 






    Ninth Amendment to Loan Documents – Page 2


     


    

 


ARTICLE III



No Waiver


 


Section 3.1 No Waiver.
Nothing contained herein shall be construed as a consent to or waiver of any Default or Event of Default, which may now exist or hereafter
occur or any violation of any term, covenant or provision of the Credit Agreement or any other Loan Document. All rights and remedies
of Bank are hereby expressly reserved with respect to any such Default or Event of Default. Nothing contained herein shall affect or diminish
the right of Bank to require strict performance by each Loan Party of each provision of any Loan Document to which such Loan Party is
a party, except as expressly provided herein. Except as amended hereby, all terms and provisions and all rights and remedies of Bank under
the Loan Documents shall continue in full force and effect and are hereby confirmed and ratified in all respects.


 


ARTICLE IV



Conditions Precedent


 


Section 4.1 Conditions
Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:


 


(a) Bank
shall have received this Amendment properly executed by Borrower, Guarantors and Bank.


 


(b) The
representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct in all material
respects as of the date hereof as if made on the date hereof.


 


(c) No
Default or Event of Default shall have occurred and be continuing.


 


ARTICLE V



Ratifications, Representations and Warranties


 


Section 5.1 Ratifications.
The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the
Credit Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and
the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Each of Borrower, Guarantors and Bank
agree that the Credit Agreement, as amended hereby, and the other Loan Documents shall continue to be legal, valid, binding and enforceable
in accordance with their respective terms. Each Guarantor hereby consents and agrees to this Amendment and agrees that each Loan Document
to which such Person is a party shall remain in full force and effect and shall continue to (a) in the case of the Guaranty, guarantee
the Indebtedness (as defined in the Guaranty) and the other amounts and obligations as provided in the Guaranty, and (b) be the legal,
valid and binding obligation of such Person and enforceable against such Person in accordance with its terms.


 


Section 5.2 Representations
and Warranties. Each of Borrower and Guarantors hereby represents and warrants to the Bank that (a) with respect to Borrower, the
execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith
have been authorized by all requisite company or other action on the part of Borrower and will not violate the charter or organizational
documents of Borrower, (b) the representations and warranties contained in the Credit Agreement and each other Loan Document are true
and correct in all material respects on and as of the date hereof as though made on and as of the date hereof (except for such representations
and warranties as are limited by their express terms to a specific date), and (c) effective upon the execution of this Amendment and the
Loan Documents executed in connection herewith, no Default or Event of Default has occurred and is continuing.


 






    Ninth Amendment to Loan Documents – Page 3


     


    

 


ARTICLE VI



Miscellaneous


 


Section 6.1 Survival of
Representations and Warranties. All representations and warranties made in this Amendment or any other document executed in connection
herewith shall survive the execution and delivery of this Amendment, and no investigation by Bank or any closing shall affect the representations
and warranties or the right of Bank to rely upon them.


 


Section 6.2 Reference
to Agreement. Each of the Credit Agreement, the Loan Documents and any and all other agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement and the Loan Documents,
as amended hereby, are hereby amended so that any reference in such documents to the Credit Agreement and the Loan Documents shall mean
a reference to the Credit Agreement and the Loan Documents as amended hereby.


 


Section 6.3 Expenses of
Bank. As provided in the Credit Agreement, each of Borrower agrees to pay on written demand all reasonable and documented costs and
expenses incurred by Bank in connection with the preparation, negotiation, and execution of this Amendment and any other documents executed
pursuant hereto and any and all amendments, modifications, and supplements thereto, including without limitation the reasonable costs
and fees of Bank’s legal counsel, and all costs and expenses incurred by Bank in connection with the enforcement or preservation
of any rights under the Credit Agreement, as amended hereby, or any other document executed in connection therewith, including without
limitation the costs and reasonable fees of Bank’s legal counsel.


 


Section 6.4 Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.


 


Section 6.5 Applicable
Law. This Amendment and all other documents executed pursuant hereto shall be deemed to have been made and to be performable in Dallas,
Dallas County, Texas and shall be governed by and construed in accordance with the laws of the State of Texas.


 


Section 6.6 Successors
and Assigns. This Amendment is binding upon and shall inure to the benefit of Bank, each Borrower, each Guarantor, and their respective
successors, assigns, heirs, executors and personal representatives, except neither Borrower, nor any Guarantor may assign or transfer
any of its rights or obligations hereunder without the prior written consent of Bank.


 


Section 6.7 Counterparts.
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which shall be
an original and all of which taken together shall constitute one and the same agreement. The signature of a party to any counterpart shall
be sufficient to legally bind such party. Bank may remove the signature pages from one or more counterparts and attach them to any
other counterpart for the purpose of having a single document containing the signatures of all parties. Delivery of an executed counterpart
of a signature page to this Amendment by facsimile, emailed portable document format (“pdf”), or tagged image file
format (“tiff”) or any other electronic means that reproduces an image of the actual executed signature page shall
be effective as delivery of an original executed counterpart of a signature page to this Amendment. Any party sending an executed counterpart
of a signature page to this Amendment by facsimile, pdf, tiff or any other electronic means shall also send the original thereof to Bank
within five (5) days thereafter, but failure to do so shall not affect the validity, enforceability, or binding effect of this Amendment.


 






    Ninth Amendment to Loan Documents – Page 4


     


    

 


Section 6.8 Headings.
The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this
Amendment.


 


Section 6.9 ENTIRE AGREEMENT.
THE CREDIT AGREEMENT, THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THE
CREDIT AGREEMENT OR THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS
AMONG THE PARTIES HERETO.


 


Section 6.10 INDEMNIFICATION
OF BANK. EACH OF THE LOAN PARTIES HEREBY AGREES TO INDEMNIFY BANK AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AFFILIATES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND HOLD EACH OF
THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING
ATTORNEYS’ FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (a) ANY AND ALL
FAILURES BY SUCH LOAN PARTY TO COMPLY WITH ITS AGREEMENTS CONTAINED IN THE LOAN DOCUMENTS, (b) THE NEGOTIATION, EXECUTION, DELIVERY,
PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS PRIOR TO THE DATE HEREOF, (c) ANY OF THE TRANSACTIONS CONTEMPLATED
BY THE LOAN DOCUMENTS PRIOR TO THE DATE HEREOF, (d) ANY BREACH PRIOR TO THE DATE HEREOF BY SUCH LOAN PARTY OR SUMMIT OF ANY REPRESENTATION,
WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS OR (e) ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING,
INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION, OR OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING (COLLECTIVELY,
“RELEASED CLAIMS”). WITHOUT LIMITING ANY PROVISION OF THIS AMENDMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO
THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES,
CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RESULTING
FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH PERSON; PROVIDED, HOWEVER, NO PERSON SHALL BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.


 






    Ninth Amendment to Loan Documents – Page 5


     


    

 


Section 6.11 WAIVER AND
RELEASE. TO INDUCE BANK TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH OF THE LOAN PARTIES REPRESENTS AND WARRANTS THAT AS OF THE DATE
OF THIS AMENDMENT IT OR HE HAS NO CLAIMS AGAINST RELEASED PARTIES AND IN ACCORDANCE THEREWITH IT:


 


(a) WAIVER.
WAIVES ANY AND ALL SUCH CLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF THIS AMENDMENT; AND


 


(b) RELEASE.
RELEASES, ACQUITS AND FOREVER DISCHARGES RELEASED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, FROM ANY
AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, COUNTERCLAIMS, CONTROVERSIES, COSTS, DEBTS, SUMS OF MONEY, ACCOUNTS, BONDS, BILLS,
RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH SUCH LOAN
PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION
WITH THIS AMENDMENT, THE LOAN DOCUMENTS OR THE TRANSACTIONS DIRECTLY OR INDIRECTLY CONTEMPLATED THEREBY.


 


Section 6.12 COVENANT
NOT TO SUE. EACH OF THE LOAN PARTIES FURTHER COVENANTS NOT TO SUE THE RELEASED PARTIES ON ACCOUNT OF ANY OF THE RELEASED CLAIMS, AND
EXPRESSLY WAIVES ANY AND ALL DEFENSES IT OR HE MAY HAVE IN CONNECTION WITH ITS OR HIS OBLIGATIONS UNDER THIS AMENDMENT OR THE OTHER LOAN
DOCUMENTS. THIS SECTION IS IN ADDITION TO AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY SUCH LOAN
PARTY IN FAVOR OF THE RELEASED PARTIES.


 


[Remainder of Page Intentionally Left Blank. Signature
Pages Follow.]


 






    Ninth Amendment to Loan Documents – Page 6


     


    

 


Executed as of the date first
written above.


 





	 	BORROWER:
	 	 	 
	 	Stratos Management Systems, Inc.

 (f/k/a Tango Merger Sub Corp.) 
	 	 	 
	 	By: 	/s/ Thomas H. King
	 	 	Thomas H. King
	 	 	Chief Financial Officer, Treasurer, and Secretary


 





	 	American Virtual Cloud Technologies, Inc.
	 	(f/k/a Pensare Acquisition Corp.)
	 	 	 
	 	By:	/s/ Thomas H. King
	 	 	Thomas H. King
	 	 	Chief Financial Officer


 





	 	GUARANTORS:
	 	 	 
	 	COMPUTEX, INC.
	 	FIRST BYTE COMPUTERS, INC.
	 	eNETsolutions, L.L.C.
	 	KANDY COMMUNICATIONS LLC
	 	 	 
	 	By:	/s/ Thomas H. King
	 		Thomas H. King
	 		Chief Financial Officer, Treasurer, and 
	 	 	Secretary of each entity listed above


 


	 	AVCTECHNOLOGIES USA INC.
	 	 	 
		By:	/s/ Thomas H. King
	 	 	Thomas H. King
	 	 	Chief Financial Officer


 






    Ninth Amendment to Loan Documents – Signature Page


     


    

 





	 	BANK:
	 	 	 
	 	COMERICA BANK
	 	 	 
	 	By:	/s/ Chris D. Reed
	 	 	Chris D. Reed
	 	 	Vice President


 


 


Ninth Amendment to Loan Documents – Signature Page