Exhibit 10.2


 





EXECUTION VERSION


THIRD AMENDMENT TO LOAN DOCUMENTS


 


THIS THIRD AMENDMENT
TO LOAN DOCUMENTS (this “Amendment”), dated as of April 7, 2020, is among Stratos
Management Systems, Inc. (f/k/a Tango Merger Sub Corp.), a Delaware corporation (“Stratos”) and successor
by merger to Stratos Management Systems, Inc., a Delaware corporation (“Existing Borrower”), American
Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation (“Parent”
and together with Stratos, collectively and individually, “New 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”, and together with Computex and First Byte, collectively,
“Guarantors”, and each, individually, a “Guarantor”), and COMERICA BANK (“Bank”).


 


RECITALS:


 


A. Existing
Borrower, Stratos Management Systems Holdings, LLC, a Delaware limited liability company (“SMSH”), and Bank
have entered into that certain Credit 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 “Credit Agreement”).


 


B. In
connection with the Credit Agreement, (i) Existing Borrower, SMSH and the Guarantors (other than Parent) executed a Security
Agreement dated as of December 18, 2017 in favor of Bank and (ii) Parent executed and delivered in favor of Bank that certain
Security Agreement dated as of the date hereof in favor of Bank (collectively, as the same have been or may be amended, restated
or modified from time to time, the “Security Agreement”).


 


C. In
connection with the Credit Agreement, (i) SMSH, Computex, eNET, and First Byte executed and delivered in favor of Bank that certain
Guaranty dated as of December 18, 2017 and (ii) Parent executed and delivered in favor of Bank that certain Guaranty dated as of
the date hereof (collectively, as the same have been or may hereafter be amended, restated or otherwise modified from time to time,
the “Guaranties”).


 


D. In
connection with the Credit Agreement, the Existing Borrower, Computex, First Byte, and eNET executed and delivered in favor of
Bank 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”).


 


E. In
connection with this Amendment and the transactions contemplated herein, SMSH has executed that certain Pledge and Security Agreement
dated as of the date hereof (as the same may be amended, restated or modified from time to time, the “Pledge Agreement”)
granting Bank a security interest in a cash collateral account, as required under Section 4(t) of the Credit Agreement as amended
and further described herein.


 


F. The
Existing Borrower intends to assign the Indebtedness (as defined in the Credit Agreement) to New Borrower, and New Borrower agrees
to assume the Indebtedness from the Existing Borrower.


 






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G. SMSH
intends to assign its obligations as “Parent” as defined in the Credit Agreement) to Parent, and Parent agrees to assume
such obligations from SMSH.


 


H.  Existing
Borrower has notified Bank of (a) the failure of Existing Borrower to comply with (i) the financial covenant Total Senior Funded
Debt to Adjusted EBITDA Ratio under Section 4(k) of the Credit Agreement for the fiscal quarter ending December 31, 2019 and (ii)
the financial covenant Fixed Charge Coverage Ratio under Section 4(l) of the Credit Agreement for the fiscal quarter ending December
31, 2019, each of which is an Event of Default under Section 6(d) of the Credit Agreement and (b) the occurrence of the Event of
Default specified in Section 6(m) of the Credit Agreement (such Events of Default collectively referred to herein as “Specified
Defaults”).


 


I. Existing
Borrower, New Borrower, SMSH, Guarantors, and Bank now desire to (i) amend the Credit Agreement, Advance Formula Agreement and
the other Loan Documents as provided herein and (ii) waive the Specified Defaults.


 


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 Amendments to Section 1(a) of the Credit Agreement. The following definitions in Section 1(a) of
the Credit Agreement are hereby amended and restated to read in their entirety as follows:


 


“Current
Maturities of Long Term Debt” shall mean, in respect of any applicable Person(s) and as of any applicable date of determination
thereof, that portion of the Long Term Debt of such Person(s) that should be classified as a current liability at such time in
accordance with GAAP, including, without limitation, that portion of finance lease obligations of such Person(s) that would be
so classified at such time.


 






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“Funded
Debt” shall mean, with respect to any Person as of any date of determination, the sum of the following of such Person
and its Subsidiaries: (a) all obligations for borrowed money; (b) all obligations upon which interest charges are customarily paid
or accrued; (c) all obligations evidenced by bonds, notes or similar instruments; (d) all obligations under conditional sale or
other title retention agreements relating to property purchased by such Person; (e) all obligations issued or assumed as the deferred
and unpaid purchase price of property or services (excluding (x) trade accounts payable incurred in the ordinary course of business
that are not past due and which are classified as short term liabilities in accordance with GAAP and (y) amounts due from customers
that are pledged or assigned to a third-party in exchange for property or services provided, directly or indirectly to such third-party
as a purchase price for such property or services); (f) all obligations of others secured by (or having an existing right, contingent
or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby
have been assumed; (g) all guarantee obligations by such Person of Funded Debt of others; (h) all finance lease obligations; and
(i) all obligations as an account party in respect of letters of credit or similar facilities and bankers’ acceptances.


 


“Long
Term Debt” shall mean, in respect of any applicable Person(s) and as of any applicable date of determination thereof,
all Debt of such Person(s) which should be classified as Funded Debt or “long term indebtedness” on a balance sheet
of such Person(s) as of such date in accordance with GAAP, including, without limitation, to the extent not otherwise included,
finance lease obligations of such Person(s) to the extent classified as long term at such time.


 


“Revolving
Credit Note” shall mean the Third Amended and Restated Master Revolving Note dated the Third Amendment Effective Date
in the maximum original principal amount of $16,500,000 made by Borrower payable to the order of Bank, as the same has been or
may be renewed, extended, modified, increased, or restated from time to time.


 


“Term
Note” shall mean the Amended and Restated Term Note dated the Third Amendment Effective Date in the maximum original
principal amount of $6,428,571.40 made by Borrower payable to the order of Bank, as the same has been or may be amended, renewed,
extended, modified, increased or restated from time to time.


 


Section
2.2 Additions to Section 1(a) of the Credit Agreement. The following definitions are hereby added to Section 1(a)
of the Credit Agreement in alphabetical order to read in their entirety as follows:


 


“2020 Subordinated Debt”
shall mean the Debt owed by Parent, Borrower and Borrower’s Subsidiaries pursuant to the following documents: (a) the Securities
Purchase Agreement dated on or about the Third Amendment Effective Date, by and among Parent and the investors party thereto and
any and all convertible debentures in an amount not to exceed $100,000,000 (including any such debentures issued following the
Third Amendment Effective Date in accordance with the terms of such Securities Purchase Agreement) and warrants to purchase common
stock issued pursuant thereto; (b) the Registration Rights Agreement dated on or about the Third Amendment Effective Date, by and
among Parent and the holders party thereto; (c) the subordinated promissory notes dated on or about or within 60 days following,
the Third Amendment Effective Date in an amount not to exceed $7,000,000 in the aggregate, by Parent in favor of certain holders
party thereto and issued in settlement of certain obligations of Parent to the holders thereof as evidenced by letter agreement
(or other agreements evidencing such settlements) dated on or about or within 60 days following, the Third Amendment Effective
Date between Parent and each holder of such subordinated promissory notes, and (d) any other documents, agreement, and instruments
related thereto.


 






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“Third Amendment Effective
Date” shall mean April 7, 2020.


 


Section
2.3 Amendment to Section 4(a)(vii) of the Credit Agreement. Section 4(a)(vii) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:


 


		(vii)	On or before each Tuesday, borrowing base reports of Borrower as of the last day of the calendar
week most recently ended, which borrowing base reports shall include a schedule identifying each Eligible Account at such time,
and such other matters and information relating to the Eligible Accounts as Bank may request (in each case, to the extent Eligible
Accounts are included under the applicable Advance Formula Agreement), reports as to the amount of Eligible Inventory, including,
without limitation, designations as to the types of Eligible Inventory, the additions and subtractions thereto, and such other
matters and information relating to the Eligible Inventory as Bank may request (in each case, to the extent Eligible Inventory
is included under the applicable Advance Formula Agreement), together with a certificate setting forth Borrower’s calculation
of the Advance Formula as of the date of such borrowing base report. In addition, if, pursuant to the terms of this Agreement or
any Advance Formula Agreement, Borrower is required to deliver to Bank accounts receivable agings, accounts payable agings or inventory
reports (each, a “Reporting Item”) on a date in which Borrower is not required to also deliver a borrowing base report,
on the date that Borrower delivers any such Reporting Item to Bank, Borrower shall also deliver to Bank a borrowing base report
as of such date. Each borrowing base report so delivered to Bank shall be certified by an Authorized Officer of Borrower.



 


Section
2.4 Additions to Section 4(a) of the Credit Agreement. The following new subsections (viii) and (ix) are
hereby added to the end of Section 4(a) of the Credit Agreement to read in their entirety as follows:


 


		(viii)	Any financial reports, statements, press releases, other material information or written notices
delivered to the holders of any Subordinated Debt pursuant to any applicable Subordinated Debt Documents (to the extent not otherwise
required hereunder), as and when delivered to such Persons.



 






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		(ix)	Within 120 days after the end of each fiscal year, projections for the Loan Parties for the next
succeeding fiscal year, on a quarterly basis and for the following fiscal year on an annual basis, including statements of income,
cash flows and balance sheet, as at the end of each relevant period and for the period commencing at the beginning of the fiscal
year and ending on the last day of such relevant period, such projections certified by a Responsible Officer of the Borrower as
being based on reasonable estimates and assumptions taking into account all facts and information known (or reasonably available
to any Loan Party) by a Responsible Officer of the Borrower.



 


Section
2.5 Amendment to Section 4(c) of the Credit Agreement. Section 4(c) of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:


 


(c) Keeping
of Books and Records; Inspections and Audits. Keep proper books of record and account in which full and correct entries
shall be made of all of its financial transactions and its assets and businesses so as to permit the presentation of financial
statements (including, without limitation, any financial statements required to be delivered to Bank pursuant to this Agreement)
prepared in accordance with GAAP; permit Bank, or its representatives, at reasonable times and intervals, and following reasonable
notice, to visit all of such Loan Party’s offices and to make inquiries as to such Loan Party’s respective financial
matters with its respective directors, officers, employees, and independent certified public accountants; and permit Bank, through
Bank’s authorized attorneys, accountants and representatives, to, following reasonable notice, inspect, audit and examine
such Loan Party’s books, accounts, records, ledgers and assets and properties of every kind and description, wherever located,
at all reasonable times during normal business hours including, without limit, audits of such Loan Party’s accounts receivable,
inventory and other Collateral to be conducted not less frequently than semi-annually. Borrower shall reimburse Bank for all reasonable
costs and expenses incurred by Bank in connection with such inspections, examinations and audits, and to pay to Bank such fees
as Bank may reasonably charge in respect of such inspections, examinations and audits, or as otherwise mutually agreed upon by
Borrower and Bank.


 


Section
2.6 Amendments to Section 4(h) of the Credit Agreement. Section 4(h) of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:


 


(h) Maintain
Bank Accounts. As soon as possible, but in any event, within one hundred twenty (120) days of the Third Amendment Effective
Date (the “Transition Period”), maintain all of each Loan Party’s principal bank accounts with Bank and notify
Bank immediately in writing of the establishment or existence of any other bank account, deposit account or other account into
which money may be deposited (other than with Bank); provided, however, providing any such notice to Bank shall not waive the occurrence
or existence of any Default or Event of Default arising or existing as a result of the establishment or existence of any account(s)
in violation of this Section; and provided, further, that during the Transition period, the amounts maintained in any other bank
accounts outside of Bank shall not exceed $1,000,000 in the aggregate.


 






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Section
2.7 Amendments to Sections 4(k), (l), and (m) of the Credit Agreement. Sections 4(k), (l), and (m) of
the Credit Agreement are hereby amended and restated to read in their entirety as follows:


 


(k) Dominion
of Funds and Lockbox. Within thirty (30) days of the Third Amendment Effective Date, Borrower shall at its sole expense
establish and maintain (and Bank, at Bank’s option, may establish and maintain at Borrower’s expense): (i) a
United States Post Office lockbox (the “Lockbox”) to which Bank shall have exclusive access and control; and (ii) a
deposit account maintained with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to
which Bank shall have exclusive access and control. Borrower shall have taken such actions as are necessary to direct and to cause
all of each Loan Party’s collections and receipts to be deposited directly into the Lockbox and/or the Cash Collateral Account,
including, without limitation, giving notice to all of such Loan Party’s account debtors. All amounts deposited into the
Lockbox and Cash Collateral Account shall be applied daily against all amounts owing to Bank under the Revolving Credit Note and
in accordance with the Credit Agreement.


 


(l) [Reserved].


 


(m) Capital
Expenditures. Not make or incur consolidated unfinanced Capital Expenditures in excess of $1,250,000 in aggregate
during any fiscal year of the Borrower.


 


Section
2.8 Amendment to Section 4(q) of the Credit Agreement. Section 4(q) of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:


 


(q) Landlord
Waivers. Within forty-five (45) days of the Third Amendment Effective Date, Borrower shall deliver to Bank
a written landlord waiver or subordination agreement for the benefit of Bank and executed by each landlord for leased premises
where Collateral may be located, in form and substance satisfactory to Bank, together with copies of all documents evidencing,
guarantying, securing or otherwise pertaining to the leases.


 


Section
2.9 Additions of Sections 4(s) and (t) to the Credit Agreement. The following new subsections (s) and (t)
are hereby added to the end of Section 4 of the Credit Agreement to read in their entirety as follows:


 


(s) Delivery
of Borrower Stock Certificate. Within thirty (30) days of the Third Amendment Effective Date, Borrower shall deliver to
Bank a stock certificate evidencing Parent’s Equity Interest in the Borrower, in form and substance satisfactory to the Bank.


 


(t) Escrow
Account. Beginning on the Third Amendment Effective Date, establish and maintain an escrow account with Bank (to which
Bank shall have exclusive access and control) of at least $1,000,000 in the aggregate in cash or deposited therein, the proceeds
of which, as hereby authorized by Bank shall be applied to scheduled interest payments when due and payable on the Revolving Credit
Note and Term Note to Bank. In the event such amounts in such escrow account are insufficient to pay any interest payment then
due and payable, Borrower shall immediately make such payment in accordance with the Revolving Credit Note and the Term Note, as
applicable. The owner of such escrow account shall grant to Bank a continuing security interest in such accounts and all proceeds
thereof.


 






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Section
2.10 Amendment to Section 5(c)(iv) of the Credit Agreement. The reference to the term “Capital lease obligation”
in Section 5(c)(iv) of the Credit Agreement is hereby deleted and the reference to the term “finance lease obligation”
is inserted in lieu thereof.


 


Section
2.11 Amendment to Section 6(m) of the Credit Agreement. The following Subsection 6(m) of the Credit Agreement
is amended and restated to read in its entirety as follows:


 


(m) the
occurrence or existence of any default or event of default, as the case may be, set forth in any document, agreement or instrument
evidencing or related to the 2020 Subordinated Debt.


 


Section
2.12 Additions of Section 20 to the Credit Agreement. The following new Section 20 hereby added to the Credit
Agreement to read in its entirety as follows:


 


Section 20 Multiple
Borrowers. If there is more than one Borrower under this Agreement, unless otherwise expressly provided herein, each and
every reference to the term “Borrower” in this Agreement shall mean and refer to each such Borrower, and all undertakings,
agreements, warranties, covenants, liabilities and obligations of each Borrower, and all rights, powers and authorities given to
or conferred upon Bank hereunder, shall apply to each Borrower severally and to all of them jointly.


 


Section
2.13 Amendment to Second Introductory Paragraph of Advance Formula Agreement. The second introductory paragraph
of the Advance Formula Agreement is hereby amended and restated to read in its entirety as follows:


 


Borrower executed and delivered
unto Bank that certain Third Amended and Restated Master Revolving Note dated the Third Amendment Effective Date, made in the aggregate
principal amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (as the same has been and may be amended, modified,
extended, renewed, restated, substituted and/or replaced from time to time, and whether in a greater or lesser amount, the “Note”).
Borrower’s liabilities, obligations and indebtedness under or pursuant to the Note are secured pursuant to certain collateral
documents entered into from time to time between Debtor and Bank, including, without limit, (i) that certain Security Agreement
dated as of December 18, 2017, executed and delivered by Debtor (except for American Virtual Cloud Technologies, Inc.) unto
Bank and (ii) that certain Security Agreement dated as of the date hereof, executed and delivered by American Virtual Cloud Technologies,
Inc. unto Bank (collectively, as the same has been and may be amended, modified, extended, renewed, restated, substituted and/or
replaced from time to time, the “Security Agreement”).


 






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Section
2.14 Amendment and Addition to Section 4 of the Advance Formula Agreement. (a) The reference to the term “and”
in Section 4(n) of the Advance Formula Agreement is hereby deleted, (b) the period at the end of Section 4(o) of the Advance Formula
Agreement is deleted and the term “; and” is inserted in lieu thereof, and (c) the following subsection (p) is hereby
added to the end of Section 5 of the Advance Formula Agreement to read in its entirety as follows:


 


(p) it
is not an Account adequately insured and covered by accounts receivable insurance to be in such amounts, contain such terms, be
in such form, be for such purposes, prepaid for such time periods, and written by such companies as may be reasonably satisfactory
to Bank, and such insurance to be payable to Bank.


 


ARTICLE III



Assignment and Assumption


 


Section
3.1 Assignment and Assumption. The Existing Borrower has TRANSFERRED, ASSIGNED, GRANTED and CONVEYED and do by
these presents TRANSFERS, ASSIGNS, GRANTS and CONVEYS unto New Borrower the Indebtedness, together with, if any, rights, titles,
assignments and interests pertaining to or arising from the Indebtedness pursuant to the Loan Documents (collectively the “Assigned
Documents”). Each New Borrower, as successor by merger to the Existing Borrower, confirms its assumption of the Indebtedness
and the other obligations and liabilities under the Loan Documents, jointly and severally, as a borrower. New Borrower, jointly
and severally, agrees to be bound by all terms, provisions, agreements and conditions of the Loan Documents as borrower and debtor
thereunder.


 


Section
3.2 Acknowledgment and Ratification. New Borrower hereby consents and agrees to this Assignment and acknowledges
and agrees that (i) all references to “Borrower” in the Assigned Documents shall be deemed to refer collectively to
Stratos Management Systems, Inc. (f/k/a Tango Merger Sub Corp.), a Delaware corporation, and American Virtual Cloud Technologies,
Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation, and (ii) any Assigned Document to which it is a party shall remain
in full force and effect and shall be the legal, valid and binding obligation of New Borrower and enforceable against New Borrower
in accordance with its terms. New Borrower hereby acknowledges and agrees that all references to (i) “Parent” in the
Assigned Documents shall be deemed to refer to American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware
corporation and (ii) “Loan Party” in the Assigned Documents shall be deemed to refer collectively to Stratos Management
Systems, Inc. (f/k/a Tango Merger Sub Corp.), a Delaware corporation and American Virtual Cloud Technologies, Inc. (f/k/a Pensare
Acquisition Corp.), a Delaware corporation.


 


ARTICLE IV


 


Limited Consent; Limited
Waiver


 


Section
4.1 Limited Waiver. New Borrower requests that Bank waives the Specified Defaults. Subject to the terms and conditions
of this Amendment, Bank waives the Specified Defaults.


 






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Section
4.2 Limited Consent. Existing Borrower has notified Bank of its intention to merge into Stratos, with Stratos
as the surviving entity, pursuant to (a) that certain Business Combination Agreement dated as of July 24, 2019, as amended by Amendment
No. 1 dated as of December 20, 2019 and Amendment No. 2 dated on or about the Third Amendment Effective Date (the "2020
Merger"), (b) Parent’s intention to finance a portion of the 2020 Merger by means of (i) a private placement of
units of securities, each unit consisting of (A) $1,000 in principal amount of Parent’s Series A convertible debentures and
(B) a warrant to purchase 100 shares of Parent’s common stock (the “2020 PIPE”) as well as (ii) promissory
notes in an amount not to exceed $7,000,000 in the aggregate by Parent to certain holders thereof (collectively, the “Service
Provider Debt”), of which true, correct and complete copies have been provided to Bank on or prior to the date hereof
(or will be provided to Bank promptly after the execution thereof, in the case of any such promissory notes executed after the
Third Amendment Effective Date). Each of Existing Borrower and New Borrower requests that Bank consent to the 2020 Merger, the
2020 PIPE, and the Service Provider Debt, notwithstanding any restrictions in the Credit Agreement, including Sections 5(d), 5(f),
5(h), 5(m), 5(o) and 6(h) of the Credit Agreement. Subject to the terms and conditions of this Amendment, Bank hereby consents
to the 2020 Merger, the 2020 PIPE, and the Service Provider Debt.


 


Section
4.3 No Waiver. Except as otherwise provided in Sections 4.1 and 4.2, nothing contained herein shall be
construed as a consent to or waiver of any Default or Event of Default (other than the Specified Defaults), 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. The limited waiver in Section 4.1 and the limited consent in Section 4.2 shall each be
effective only in this specific instance and for the specific purpose for which it is given, and neither this limited waiver nor
limited consent shall entitle the New Borrower to any other or further waiver or consent in any similar or other circumstances.


 


ARTICLE V



Conditions Precedent


 


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


 


(a) Bank
shall have received:


 


(i) this
Amendment properly executed by Existing Borrower, New Borrower, Guarantors and Bank;


 


(ii) that
certain Third Amended and Restated Master Revolving Note and that certain Amended and Restated Term Note, each properly executed
by New Borrower;


 


(iii) that
certain Security Agreement properly executed by Parent;


 






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(iv) that
certain Amended and Restated Intellectual Property Security Agreement properly executed by New Borrower, Guarantors, and Bank;
and


 


(v) that
certain Agreement Regarding Release of Guarantor, properly executed by SMSH, New Borrower, and Guarantors.


 


(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 (other than the Specified Defaults) shall have occurred and be continuing.


 


(d) New
Borrower shall have paid a $50,000 amendment fee to Bank, such fee to be deemed fully earned, due and payable as of the date hereof.


 


(e) Bank
shall have received such other documents, instruments and agreements as Bank may reasonably require, including, but not limited
to:


 


(i) copies
of the organizational documents of each of the New Borrower and other Loan Parties;


 


(ii) UCC
searches and any other diligence items for each of the Loan Parties requested by Bank;


 


(iii) Fully
executed copies of documentation related to the 2020 Merger, in form and detail satisfactory to Bank;


 


(iv) Fully
executed copies of documentation related to the 2020 Subordinated Debt, each in form and detail satisfactory to Bank and subordinated
to Bank in form and detail satisfactory to Bank; and


 


(v) Documentation
providing evidence that, after giving effect to the transaction contemplated by this Agreement, the 2020 Merger and the 2020 Subordinated
Debt on or around the Third Amendment Effective Date, (a) the sum of borrowing availability under the Advance Formula as of the
date hereof plus any cash held in accounts by Stratos maintained with Bank (but excluding the escrow account more specifically
described in Section 4(t) of the Credit Agreement as amended herein) shall not be less than $2,000,000 in the aggregate and (b)
Parent has no less than $9,000,000 in cash on its balance sheet.


 






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ARTICLE VI



Ratifications, Representations and Warranties


 


Section
6.1 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 the Borrower, New Borrower, Guarantors, and Bank agree that the Credit Agreement and the other Loan Documents,
to which each such Person is a party, each as amended hereby, 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 Guaranties,
guarantee the Indebtedness (as defined in the Guaranties) and the other amounts and obligations as provided in the Guaranties,
and (b) be the legal, valid and binding obligation of such Person and enforceable against such Person in accordance with its
terms.


 


Section
6.2 Representations and Warranties. Each of Existing Borrower, New Borrower, and Guarantors hereby represents
and warrants to the Bank that (a) with respect to Existing Borrower and New 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 Existing Borrower or New Borrower, as applicable, and will not violate the
charter or organizational documents of Existing Borrower or New Borrower, as applicable, (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), (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, and (d) other than such consents as have been previously
procured by New Borrower and Parent, the 2020 Merger, the 2020 PIPE, and the transactions contemplated herein, will not result
in any breach of, or constitute a default (or an event which, 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 on
any property or asset of New Borrower and Guarantors pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which such New Borrower or Guarantor is a party or by which such
New Borrower or Guarantor or any of its property or assets is bound or affected, except, for any such conflicts, violations, breaches,
defaults or other occurrences which would not have or reasonably be expected to have a Material Adverse Effect on New Borrower
and Guarantors.


 


ARTICLE VII



Miscellaneous


 


Section
7.1 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
7.2 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.


 






    Third Amendment to Loan Documents – Page 11


     


    

 


Section
7.3 Expenses of Bank. As provided in the Credit Agreement, each of Existing Borrower and New 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
7.4 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
7.5 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
7.6 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Bank, Existing Borrower,
each New Borrower, each Guarantor, and their respective successors, assigns, heirs, executors and personal representatives, except
neither Existing Borrower, New Borrower, nor any Guarantor may assign or transfer any of its rights or obligations hereunder without
the prior written consent of Bank.


 


Section
7.7 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.


 






    Third Amendment to Loan Documents – Page 12


     


    

 


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


 


Section
7.9 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
7.10 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.


 






    Third Amendment to Loan Documents – Page 13


     


    

 


Section
7.11 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
7.12 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.]


 






    Third Amendment to Loan Documents – Page 14


     


    

 


Executed as of the
date first written above.


 


	 	NEW BORROWER:
	 	 
	 	Stratos Management Systems, Inc. (f/k/a Tango Merger Sub Corp.) and
	 	American Virtual Cloud Technologies, Inc.
	 	(f/k/a Pensare Acquisition Corp.)



 


	 	By:	/s/
    Dr. Robert Willis
	 	 	Name: Dr. Robert Willis
	 	 	Title: President of each entity listed above



 


	 	EXISTING BORROWER:
	 	 
	 	Stratos Management Systems, Inc.



 


	 	By:	/s/
    Dr. Robert Willis
	 	 	Name: Dr. Robert Willis
	 	 	Title: President



 


	 	GUARANTORS:
	 	 
	 	COMPUTEX, INC.
	 	FIRST BYTE COMPUTERS, INC.
	 	eNETsolutions, L.L.C.



 


	 	By: 	/s/ Sam Haffar
	 	 	Sam Haffar
	 	 	Chief Executive Officer of each entity listed above


 






    Third Amendment to Loan Documents – Signatue Page


     


    

 


	 	BANK:
	 	 
	 	COMERICA BANK



 


	 	By:	/s/ Julie
    M. Anderson
	 	 	Julie M. Anderson
	 	 	Assistant Vice President


 


 


Third Amendment to Loan Documents – Signature
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