Exhibit 10.5


 


FORM OF VOTING AGREEMENT


 


VOTING AGREEMENT, dated as of
April ___, 2022 (this “Agreement”), by and between American Virtual Cloud Technologies, Inc., a Delaware corporation
(the “Company”) and [ ] (the “Stockholder”).


 


WHEREAS, the Company and one
or more buyers (the “Investors”) are entering into a Securities Purchase Agreement, dated on or about the date hereof
(the “Securities Purchase Agreement”), pursuant to which, among other things, the Company will issue and sell to the
Investors certain senior secured convertible notes of the Company (capitalized terms not defined herein shall have the meaning as set
forth in the Securities Purchase Agreement);


 


WHEREAS, as of the date hereof,
the Stockholder owns shares of the Company’s Common Stock (the “Stockholder Shares”) which represent (i) approximately
[●]% of the total issued and outstanding Common Stock of the Company, and (ii) approximately [●]% of the total voting power
of the Company; and


 


WHEREAS, as a condition to the
willingness of the Investors to consummate the transactions contemplated by the Securities Purchase Agreement, the Investor has required
that the Stockholder agree, and in order to induce each Investor to consummate the transactions contemplated by the Securities Purchase
Agreement, the Stockholder has agreed, to enter into this Agreement with respect to all the Stockholder Shares now owned and which may
hereafter be acquired by the Stockholder and any other securities of the Company (the “Other Securities”, and together
with the Stockholder Shares, the “Stockholder Securities”), if any, which Stockholder is currently entitled to vote,
or after the date hereof becomes entitled to vote, at any meeting of the stockholders of the Company.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:


 


ARTICLE I



VOTING AGREEMENT OF THE STOCKHOLDER


 


SECTION 1.01. Voting Agreement.
Subject to the last sentence of this Section 1.01, the Stockholder hereby agrees that at any meeting of the stockholders of the Company,
however called, and in any action by written consent of the Company’s stockholders, the Stockholder shall vote the Stockholder Securities,
which Stockholder is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of the stockholders
of the Company: (a) in favor of the Stockholder Approval and the Stockholder Resolutions, in each case, as described in Section 4(cc)
of the Securities Purchase Agreement; and (b) against any proposal or any other corporate action or agreement that would result in a breach
of any covenant, representation or warranty or any other obligation or agreement of the Company under the Transaction Documents or which
could result in any of the conditions to the Company’s obligations under the Transaction Documents not being fulfilled. The Stockholder
acknowledges receipt and review of a copy of the Securities Purchase Agreement and the other Transaction Documents. The obligations of
the Stockholder under this Section 1.01 shall terminate immediately following the occurrence of the Stockholder Approval.


 






     


     


    

 


ARTICLE II



REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER


 


The Stockholder hereby represents
and warrants to the Company and each of the Investors as follows:


 


SECTION 2.01. Authority Relative
to this Agreement. The Stockholder has all requisite power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder
and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms,
except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or similar laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors’ and other obligees’
rights and (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses
and principles and to the discretion of the court before which the proceeding may be brought.


 


SECTION 2.02. No Conflict.
(a) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder
shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation, order, judgment or decree
applicable to the Stockholder or by which the Stockholder Securities owned by the Stockholder are bound or affected or (ii) result in
any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any
of the Stockholder Securities owned by the Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or the Stockholder
Securities owned by the Stockholder is bound.


 


(b)The
execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder shall not,
require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity by the Stockholder.


 


SECTION 2.03. Title to the
Stock. As of the date hereof, the Stockholder is the owner of [●] shares of Common Stock, entitled to vote, without restriction,
on all matters brought before holders of capital stock of the Company, which shares of Common Stock represent on the date hereof approximately
[●]% of the outstanding Common Stock and approximately [●]% of the voting power of the Company. Such shares of Common Stock
are all the securities of the Company owned, either of record or beneficially, by the Stockholder. Such Common Stock is owned free and
clear of all Encumbrances (as defined below). The Stockholder has not appointed or granted any proxy, which appointment or grant is still
effective, with respect to the Common Stock or Other Securities owned by the Stockholder.


 






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ARTICLE III



COVENANTS


 


SECTION 3.01. No Disposition
or Encumbrance of Stock. The Stockholder hereby covenants and agrees that the Stockholder shall not offer or agree to sell, transfer,
tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist
any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on the Stockholder’s voting rights,
charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to the Stockholder Securities, directly
or indirectly, or initiate, solicit or encourage any person to take actions which could reasonably be expected to lead to the occurrence
of any of the foregoing.


 


SECTION 3.02. Company Cooperation.
The Company hereby covenants and agrees that it will not, and the Stockholder irrevocably and unconditionally acknowledges and agrees
that the Company will not (and waives any rights against the Company in relation thereto), recognize any Encumbrance or agreement (other
than this Agreement) on any of the Stockholder Securities subject to this Agreement.


 


ARTICLE IV



MISCELLANEOUS


 


SECTION 4.01. Further Assurances.
The Stockholder shall execute and deliver such further documents and instruments and take all further action as may be reasonably necessary
in order to consummate the transactions contemplated hereby.


 


SECTION 4.02. Specific Performance.
The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance
with the terms hereof and that any Investor (without being joined by any other Investor) shall be entitled to specific performance of
the terms hereof, in addition to any other remedy at law or in equity. Any Investor shall be entitled to its reasonable attorneys’
fees in any action brought to enforce this Agreement in which it is the prevailing party.


 


SECTION 4.03. Entire Agreement.
This Agreement constitutes the entire agreement between the Company and the Stockholder with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among the Company and the Stockholder with respect to the subject
matter hereof.


 


SECTION 4.04. Amendment.
This Agreement may not be amended except by an instrument in writing signed by the parties hereto.


 


SECTION 4.05. Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated to the fullest extent possible.


 






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SECTION 4.06. Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.
The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan
in the City of New York, New York, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction
Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The parties consent to the jurisdiction
and venue of the foregoing courts and consent that any process or notice of motion or other application to any of said courts or a judge
thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail, return receipt
requested, directed to the party being served at its address set forth on the signature ages to this Agreement (and service so made shall
be deemed complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as
may be permissible under the rules of said courts. Each of the Company and the Stockholder irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in
such a court and any claim that suit, action, or proceeding has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 4.07. No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns,
and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


SECTION 4.08. Termination.
This Agreement shall automatically terminate immediately following the occurrence of the Shareholder Approval.


 


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IN WITNESS WHEREOF, the Stockholder
and the Company have duly executed this Voting Agreement as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
	 	 
	 	By: 	      
	 	 	Name:	                  
	 	 	Title:	 
	 	 	 	 
	 	Address:	 	1720 Peachtree Street
	 	 	 	Suite 629
	 	 	 	Atlanta, GA 30309



 





	 	STOCKHOLDER:
	 	 
	 	 
	 	 
	 	By: 	     
	 	 	Name:	                  
	 	 	Title:	 
	 	 	 	 
	 	Address: