MASTEC INC — Director's Dealing 2020

Apr 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: American Virtual Cloud Technologies, Inc. (AVCT)
CIK: 0001704760
Period of Report: 2020-04-07

Reporting Person: MASTEC INC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-07	Series A Convertible Debenture	$3.45	P	3000000	Acquired		Common Stock ()	Direct
2020-04-07	Warrant	$0.01	P	300000	Acquired	2025-04-07	Common Stock (300000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant	$11.50		Common Stock (2000000)	2000000	Direct

Footnotes

F1: Per share, subject to adjustments.

F2: Represents the initial principal amount outstanding under the convertible debenture (the "Convertible Debenture"). The Convertible Debenture was acquired as part of an acquisition of units (each, a "Unit"), with each Unit consisting of (i) $1,000 in principal amount of American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.) (the "Issuer") Series A convertible debentures and (ii) a warrant to purchase 100 shares of the Issuer's common stock. The purchase price for each Unit was $1,000, and MasTec, Inc. (the "Reporting Person") acquired 3,000 Units.

F3: The Convertible Debenture may be converted in whole or in part at any time from April 7, 2020 until payment in full of the principal amount of the Convertible Debenture (together with all accrued but unpaid interest thereon), subject to mandatory conversion of the Convertible Debenture in whole pursuant to the terms thereof.

F4: The expiration date is the date that the principal amount of the Convertible Debenture (together with all accrued but unpaid interest thereon) is paid in full, subject to mandatory conversion of the Convertible Debenture in whole pursuant to the terms thereof.

F5: The number of shares of Common Stock to be acquired upon conversion of the Convertible Debenture will be determined by dividing the principal amount of the Convertible Debenture so converted (together with all accrued but unpaid interest thereon) by the conversion price.

F6: Per share, subject to adjustments.

F7: The warrant was acquired as part of the Reporting Person's acquisition of Units (described in note 2).

F8: Per share, subject to adjustments.

F9: The warrant may be exercised beginning on the date that is thirty (30) days after the first date on which the Issuer completes a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination, involving the Issuer and one or more businesses or entities (a "Business Combination"). On April 7, 2020, the Issuer consummated a Business Combination in contemplation whereof, the Issuer changed its name from "Pensare Acquisition Corp." to "American Virtual Cloud Technologies, Inc." Accordingly, the warrant will become exercisable on May 7, 2020.

F10: The warrant expires at 5:00 p.m., New York City time on the earlier to occur of: (i) April 7, 2025 and (ii) the liquidation of the Issuer, subject to extension.