Exhibit 4.3


 


CERTIFICATE OF ELIMINATION


OF


SERIES A CONVERTIBLE PREFERRED STOCK


OF


AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.


 


(Pursuant to Section 151(g) of the General Corporation
Law


of the State of Delaware)


 


American Virtual Cloud Technologies,
Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance
with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, 8 Del. C. §§ 101 et
seq. (the “General Corporation Law of the State of Delaware”), DOES HEREBY CERTIFY AS FOLLOWS:


 


1. That
pursuant to Section 151 of the General Corporation Law of State of Delaware and the authority expressly granted to the Board of Directors
of the Corporation by the certificate of incorporation of the Corporation, as the same has been amended or amended and restated from time
to time from time to time, the Board of Directors of the Corporation, by resolution, duly adopted, authorized the issuance of a series
of Preferred Stock of the Corporation designated as Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series
A Preferred Stock”), and established the voting rights, if any, powers, preferences and relative, participating, optional, special
and other rights, if any, and the qualifications, limitations and restrictions, if any, of the Series A Preferred Stock, and on December
13, 2021, filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Corporation
with the Secretary of State of the State of Delaware (the “Certificate of Designations”).


 


2. That
no shares of Series A Preferred Stock are outstanding, and no shares thereof will be issued pursuant to the Certificate of Designations.


 


3. That
the Board of Directors of the Corporation has duly adopted the following resolutions:


 


“WHEREAS, pursuant to Section 151 of
the General Corporation Law of the State of Delaware and the authority expressly granted to the Board of Directors of the Corporation
pursuant to the certificate of incorporation of the Corporation, as the same has been amended or amended and restated from time to time,
the Board of Directors of the Corporation, by resolution duly adopted, authorized the creation and issuance of a series of Preferred Stock
designated as Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and
established the voting rights, if any, powers, preferences and relative, participating, optional, special and other rights, if any, and
the qualifications, limitations and restrictions, if any, of the Series A Preferred Stock, and on December 13, 2021, filed a Certificate
of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Corporation with the Secretary of
State of the State of Delaware (the “Certificate of Designations”);


 


WHEREAS, as of the date hereof, none of the
authorized shares of Series A Preferred Stock are outstanding, and no shares thereof will be issued subject to the Certificate of Designations;
and


 


WHEREAS, it is desirable that all matters
set forth in the Certificate of Designations with respect to the Series A Preferred Stock be eliminated from the certificate of incorporation
of the Corporation pursuant to Section 151(g) of the General Corporation Law of the State of Delaware.


 


NOW, THEREFORE, BE IT AND IT RESOLVED, that
all matters set forth in the Certificate of Designations with respect to the Series A Preferred Stock be eliminated from the certificate
of incorporation of the Corporation pursuant to Section 151(g) of the General Corporation Law of the State of Delaware; and


 


RESOLVED, FURTHER, that the officers of the
Corporation be, and each hereby is, authorized, empowered and directed, for, in the name of and on behalf of the Corporation, to file
a certificate of elimination with the Secretary of State of the State of Delaware setting forth a copy of these resolutions and eliminating
all matters set forth in the Certificate of Designations from the certificate of incorporation of the Corporation pursuant to Section
151(g) of the General Corporation Law of the State of Delaware.”


 


4. That
all matters set forth in the Certificate of Designations with respect to the Series A Preferred Stock be, and hereby are, eliminated from
the certificate of incorporation of the Corporation, as the same has been amended or amended and restated from time to time.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned
officer of the Corporation has caused this Certificate of Elimination of the Series A Convertible Preferred Stock of American Virtual
Cloud Technologies, Inc. to be executed on this the 28th day of February, 2022.


 


	 	AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
	 	 
	 	/s/ Thomas King
	 	Name: 	Thomas King
	 	Title:	Chief Financial Officer