Exhibit 4.2


 


NEITHER THIS WARRANT NOR THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT
BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED (EXCEPT
THAT NOTWITHSTANDING THE FOREGOING, THIS warrant MAY BE PLEDGED AS COLLATERAL TO THE LENDERS TO HOLDER(S) hereof).


 


WARRANT TO PURCHASE COMMON STOCK

OF

AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.


 


	
        No. A1-__
	______ Shares of Common Stock


 


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
referred to as the “Exercise Price.”


 


This Warrant to Purchase
Common Stock (this “Warrant”) is being issued pursuant to that certain [Securities Purchase Agreement, dated
as of December 1, 2020, to which the Company and the Holder are parties / Amended and Restated Purchase Agreement, dated as of
December 1, 2020, among the Holder, Ribbon Communications Operating Company, Inc., Ribbon Communications International Limited
and the Company] (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings
given to them in the Purchase Agreement.


 






     


     


    

 


(a) EXERCISE
OF WARRANT.


 


(1) This
Warrant may be exercised in whole or in part at any time or from time to time from the date hereof up to and including December
1, 2025 (the “Exercise Period”); provided, however, that (A) if such day is a day on which banking institutions
in the State of Georgia, New York or Texas are authorized by law to close, then on the next succeeding day which shall not be such
a day, and (B) in the event of any merger, consolidation or sale or disposition of all or substantially all the assets of the Company
as an entirety, resulting in any distribution to the Company’s stockholders, prior to termination of the Exercise Period,
or any reclassification, recapitalization, reorganization, business combination or similar transaction (each of the foregoing,
a “Major Transaction”), the Holder shall have the right to exercise this Warrant commencing at such time through
the termination of the Exercise Period into the kind and amount of shares of stock and other securities and property (including
cash) receivable had the Holder exercised this Warrant immediately prior to such Major Transaction or any record date established
to determine the receipt of any payment or distribution in respect thereof. This Warrant may be exercised by presentation and surrender
hereof to the Company at its principal office with the Purchase Form annexed hereto duly executed and accompanied by payment of
the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of
this Warrant, but not later than three (3) business days following the receipt of good and available funds, the Company shall issue
and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name
of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable hereunder. As of the end of business on the date of receipt by the Company of this Warrant at its office
in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock or other property
issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates
representing such shares or other property shall not then be physically delivered to the Holder.


 


(2) At
any time during the Exercise Period, the Holder may, at its option, exercise this Warrant on a cashless basis by exchanging this
Warrant, in whole or in part (a “Warrant Exchange”), into the number of Warrant Shares determined in accordance
with this Section (a)(2), by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer
agent, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of Warrant Shares to be exchanged
and the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant
Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received
by the Company (the “Exchange Date”). Certificates for the shares issuable upon such Warrant Exchange and, if
this Warrant should be exercised in part only, a new Warrant evidencing the rights of the Holder thereof to purchase the balance
of the Warrant Shares purchasable hereunder, shall be issued as of the Exchange Date and delivered to the Holder within seven (7)
days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe
for and acquire the number of Warrant Shares equal to (i) the number of Warrant Shares specified by the Holder in its Notice of
Exchange (the “Total Number”) less (ii) the number of Warrant Shares equal to the quotient obtained by dividing
(A) the product of the Total Number and the existing Exercise Price by (B) Fair Market Value of a share of Common Stock. “Fair
Market Value” shall equal the average closing trading price of the Common Stock as reported on the relevant market or
exchange (or, if not then traded on a market or exchange but listed for quotation on the over-the-counter bulletin board, on the
over-the-counter bulletin board) for the five (5) trading days immediately preceding the date of the Notice of Exchange or, if
the Common Stock is not listed or admitted to trading on any market or exchange or listed for quotation on the over-the-counter
bulletin board, and the average price cannot be determined as contemplated above, the Fair Market Value of the Common Stock shall
be as reasonably determined in good faith by the Company’s Board of Directors with the concurrence of the Holder.


 






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(b) REPRESENTATIONS
OF HOLDER. The Holder (i) is an “accredited investor,” as defined in Rule 501 promulgated under the Securities
Act of 1933, as amended (the “1933 Act”), (ii) understands the risks of, and other considerations relating to,
a purchase of this Warrant, (iii) understands that the Warrants and/or the Warrant Shares may not be sold, transferred, hypothecated
or pledged, except pursuant to an effective registration statement under the 1933 Act and under any applicable state securities
law, or pursuant to an available exemption from the registration requirements of the 1933 Act and any applicable state securities
laws, in all cases established to the satisfaction of the Company (except that notwithstanding the foregoing, this Warrant may
be pledged as collateral to the lenders to the Holder(s) hereof), and (v) the Holder has been given the opportunity to obtain such
additional information that it believes is necessary.


 


(c) RESERVATION
OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise of the this Warrant such number
of shares of Common Stock as shall be required for issuance and delivery upon exercise of this Warrant.


 


(d) LIMITATIONS
ON NUMBER OF SHARES ISSUABLE. Notwithstanding anything herein to the contrary, the aggregate number of shares of Common Stock
issued upon conversion of the Warrants, together with the aggregate number of shares of Common Stock issued upon exercise of the
Debentures, shall not exceed 19.9% of either (i) the total number of shares of Common Stock outstanding on the date hereof or (ii)
the total voting power of the Company’s securities outstanding on the date hereof that are entitled to vote on a matter being
voted on by holders of the Common Stock, unless and until the Company has obtained the Stockholder Approval.


 


(e) FRACTIONAL
SHARES. No fractional shares or strips representing fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal
to such fraction multiplied by the Fair Market Value of a share of Common Stock.


 


(f) LOSS
OR DESTRUCTION OF WARRANT. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender
and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any
such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether
or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.


 






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(g) RIGHTS
OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at
law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the
Company except to the extent set forth herein.


 


(h) ANTI-DILUTION
PROVISIONS. In case the Company shall hereafter (i) declare a dividend or make a distribution on its outstanding Common Stock
in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, or (iii)
combine or reclassify its outstanding Common Stock into a smaller number of shares, the Exercise Price in effect at the time of
the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification
shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator
of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which
shall be the number of shares of Common Stock outstanding immediately prior to such action. The number of shares of Common Stock
that the Holder shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the provisions of this Section (h)) be issuable on such exercise
by a fraction of which (i) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section (h))
be in effect, and (ii) the denominator is the Exercise Price in effect on the date of such exercise (taking into account the provisions
of this Section (h)). Notwithstanding the foregoing, in no event shall the Exercise Price be less than the par value of the Common
Stock. Adjustment pursuant to this Section shall be made successively whenever any event listed above shall occur. In the event
the Company shall hereafter declare a dividend or make a distribution on its outstanding Common Stock in securities of the Company
other than shares of Common Stock, then and in each such event provisions shall be made so that the holders of Warrants shall receive
upon conversion thereof in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the
Company which they would have received had their Warrants been converted into Common Stock on such record date and had thereafter,
during the period from the date of such event to and including the Exchange Date, retained such securities (together with any distributions
payable thereon during such period) receivable by them as aforesaid during such period, giving application to all adjustments called
for during such period under this Section (h) with respect to the rights of the holders of the Warrants.


 






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(i) NOTICES
TO WARRANT HOLDERS. So long as this Warrant shall be outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (ii) if the Company shall offer to the holders of Common Stock for subscription or purchase by them any
share of any class or any other rights or (iii) if any capital reorganization of the Company, reclassification of the capital stock
of the Company, consolidation or merger of the Company with or into another corporation, sale, lease or transfer of all or substantially
all of the property and assets of the Company to another corporation, or voluntary or involuntary dissolution, liquidation or winding
up of the Company shall be effected, then in any such case, the Company shall cause to be mailed to the Holder, at least twenty
days prior the earlier of the dates specified in (x) and (y) below, as the case may be, a notice containing a brief description
of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or
winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities shall
receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution,
liquidation or winding up.


 


(j) RECLASSIFICATION,
REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or other change of outstanding Common Stock
of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger
with a subsidiary in which merger the Company is the continuing corporation or a merger in which the Common Stock of the Company
outstanding immediately prior thereto represents immediately thereafter (either by remaining outstanding or by being converted
into voting securities of the surviving or acquiring entity) 50% or more of the combined voting power and economic interests in
the Company or such surviving or acquiring entity outstanding immediately after such transaction and economic interests in the
Company or such surviving or acquiring entity outstanding immediately after such transaction and which does not result in any reclassification,
capital reorganization or other change of outstanding Common Stock of the class issuable upon exercise of this Warrant) or in case
of any sale, lease or conveyance to another corporation of the property of the Company in the entirety (a “Reorganization”),
the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall
have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase or receive
the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization
and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have
been purchased or received upon exercise of this Warrant immediately prior to such Reorganization. Any such provision shall include
provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant.
The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications, capital reorganizations and
changes of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any
such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall
be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Section (h) hereof.


 






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(k) NO
NET-CASH SETTLEMENT. Except as expressly provided herein, in no event will the Holder be entitled to receive a net-cash settlement
or other consideration in lieu of physical settlement in securities.


 


(l) MODIFICATION
OF AGREEMENT. The provisions of this Warrant may from time to time be amended, modified or waived, by the Company and the holder
of this Warrant.


 


(m) TRANSFER
OF WARRANT. This Warrant shall inure to the benefit of the successors to and assigns of the Holder; provided, however,
this Warrant may not be pledged, sold, assigned or otherwise transferred, directly or indirectly, by operation of law, change of
control, or otherwise, except in compliance with applicable registration requirements of securities laws or an available exemption
therefrom (except that notwithstanding the foregoing, this Warrant may be pledged as collateral to the lenders to the Holder(s)
hereof). This Warrant and all rights hereunder are registrable at the office or agency of the Company referred to below by the
Holder in person or by its duly authorized attorney, upon surrender of this Warrant properly endorsed accompanied by an assignment
form in a form approved by the Company, duly executed by the transferring Holder and the transferee.


 


(n) REGISTER
OF WARRANTS. The Company shall maintain, at the principal office of the Company (or such other office as it may designate by
notice to the Holder), a register in which the Company shall record the name and address of the person in whose name this Warrant
has been issued, as well as the name and address of each successor and prior owner of such Warrant. The Company shall be entitled
to treat the Person in whose name this Warrant is so registered as the sole and absolute owner of this Warrant for all purposes.


 


(o) WARRANT
AGENT. The Company may, by written notice to the Holder, appoint the transfer agent and registrar for the Common Stock as the
Company’s agent for the purpose of issuing Common Stock (or other securities) on the exercise of this Warrant pursuant to
paragraph(a), and the Company may, by written notice to the Holder, appoint an agent having an office in the United States of America
for the purpose of replacing this Warrant pursuant to paragraph (e), or any of the foregoing, and thereafter any such replacement
shall be made at such office by such agent.


 


(p) NOTICES,
ETC. All notices and other communications from the Company to the Holder shall be mailed by first class certified mail, postage
prepaid, at such address as may have been furnished to the Company in writing by the Holder or at the address shown for the Holder
on the register of Warrants referred to in paragraph (n).


 


[Signatures appear on the following
page.]


 




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IN WITNESS WHEREOF, the
parties hereto have executed this Warrant on the date first set forth above.


 


	 	HOLDER:
	 	 
	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 


 


	 	COMPANY:
	 	 
	 	AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
	 	 
	 	By:	                     
	 	Name:
	 	Title:


 




     


     


    

 


PURCHASE FORM / EXCHANGE NOTICE [circle
one]


 


		(1)	The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing shares of Common Stock of American Virtual Cloud Technologies, Inc. (or such number
of shares of Common Stock or other securities or property to which the undersigned is entitled in lieu thereof or in addition
thereto under the provisions of the Warrant).



 


		(2)	The undersigned hereby elects to make payment (Please check
one):



 


		___	on a cashless basis pursuant to the provisions of Section
(a)(2) of the Warrant.





 


		___	with the enclosed bank draft, certified check or money
order payable to the Company in payment of the exercise price determined under, and on the terms specified in, the Warrant.





 


		(3)	The undersigned hereby irrevocably directs that the said shares be issued and delivered as follows:



 


	
        Name(s) in Full
	Address(es)	Number of Shares	S.S. or IRS #
	 	 	 	 


 


		(4)	If the Warrant was not exercised in full, please check
the following:



 


The undersigned hereby irrevocably directs
that any remaining portion of the warrant be issued and delivered as follows:


 


	
        Name(s) in Full
	Address(es)	Number of Shares	S.S. or IRS #
	 	 	 	 


 


	 	 
	 	Signature of Holder
	 	 
	 	 
	 	Print Name