Exhibit 10.9(2)


 


EXECUTION VERSION


 


WAIVER
AND SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT


 


This
WAIVER AND SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February
2, 2021, is entered into by and among AGILETHOUGHT, INC. (formerly known as AN GLOBAL INC), a Delaware corporation (“Ultimate
Holdings”) and AN EXTEND, S.A. DE C.V., a sociedad anónima de capital variable incorporated and existing
under the laws of Mexico (“AN Extend” and together with Ultimate Holdings, each a “Borrower”
and collectively, the “Borrowers”), AN GLOBAL LLC, a Delaware limited liability company (“Intermediate
Holdings” and together with Ultimate Holdings, the “Holdings Companies”), the other Loan Parties
party hereto, the financial institutions party hereto as lenders (together with their respective successors and assigns, the “Lenders”),
GLAS USA LLC, as Administrative Agent for the Lenders, and GLAS AMERICAS LLC, as the Collateral Agent for the Lenders.


 


recitals


 


WHEREAS,
the Borrowers, the Guarantors party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent are parties
to that certain First Amended and Restated Credit Agreement, dated as of January 30, 2020 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”);


 


WHEREAS,
certain Events of Default have occurred and are continuing, and the Borrowers have requested that the Lenders waive such Events of Default;


 


WHEREAS,
the Borrowers and Holdings Companies now desire that the Administrative Agent, the Collateral Agent and the Lenders agree to make certain
amendments to the Credit Agreement; and


 


WHEREAS,
the Administrative Agent, the Collateral Agent and the Lenders have agreed to do so, but only on the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the matters set forth in the above Recitals and the covenants and provisions herein set forth, and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


Section
1 Amendments to Credit Agreement. Subject to the effectiveness of this Amendment, including, without limitation, the
satisfaction of the conditions of effectiveness set forth in Section 5 below, on the Amendment No. 2 Effective Date (as defined
below), the Credit Agreement is hereby amended as follows:


 


1.1
Section 1.1 of the Credit Agreement is hereby amended by inserting the following new defined terms in the correct alphabetical order
and to amend and restate the definitions of “Affiliate,” “Change of Control,” “Material Contract,”
“Net Cash Proceeds” and “Ultimate Holdings”:


 






     


     


    

 


“Affiliate”
of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control
with such Person, (b) any officer, director, member, managing member or general partner of such Person (or of any Subsidiary of
such Person) and (c) with respect to any Lender, any entity administered or managed by such Lender or an Affiliate or investment
advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed
to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the
securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause
the direction of the management and policies of such Person whether by contract or otherwise. Unless expressly stated otherwise herein,
neither Administrative Agent nor any Lender shall be deemed an Affiliate of any Loan Party. For purpose of the Loan Documents, on and
after the effectiveness of the Second Amendment, unless otherwise agreed to by the Administrative Agent (acting at the written direction
of the Required Lenders), the Equity Investors and their Affiliates shall be deemed Affiliates of, and holders of Equity Interests in,
Ultimate Holdings.


  


“Change
of Control” means, the occurrence of any of the following events:


 


		(A)	at
                                            any time prior to the consummation of the SPAC Transaction: the Permitted Holders shall cease
                                            to (i) own and control, directly or indirectly, at least 67% of the outstanding Equity
                                            Interests of each of the Holdings Companies, (ii) possess the right to elect (through
                                            contract, ownership of voting securities or otherwise) at all times a majority of the board
                                            of directors (or similar governing body) of any of the Holdings Companies or any of the Borrowers,
                                            or (iii) possess the right to direct the management policies and decisions of any of
                                            the Holdings Companies or any of the Borrowers;



 


		(B)	at
                                            any time after the consummation of the SPAC Transaction: any “person” or “group”,
                                            but excluding the Permitted Holders, shall become the “beneficial owner”, directly
                                            or indirectly, of more than 35.0% of the outstanding voting securities having ordinary voting
                                            power for the election of directors of the public company that Ultimate Holdings shall have
                                            merged with and into (the “Public Company”), unless the Permitted Holders
                                            shall have the right to appoint directors having more than 50.0% of the aggregate votes on
                                            the board of directors of the Public Company; and 



 


		(C)	at
                                            any time both before or after the consummation of the SPAC Transaction: (a) Ultimate Holdings
                                            shall cease to, directly or indirectly, own and control 100% of each class of the outstanding
                                            Equity Interests of Intermediate Holdings, (b) each of the Holdings Companies shall
                                            cease to, directly or indirectly, own and control 100% of each class of the outstanding Equity
                                            Interests of AN Extend or any borrower under the Senior Credit Facility, (c) except
                                            to the extent expressly permitted under Section 11.4(i), any of IT Global Holding
                                            LLC and 4th Source LLC shall cease to, directly or indirectly, (w) own and control
                                            100% of each class of the outstanding Equity Interests of any of its Subsidiaries (other
                                            than Faktos INC, S.A.P.I. de C.V., Facultas Analytics, S.A.P.I. de C.V. and Anzen Soluciones,
                                            S.A. de C.V.), (x) prior to February 1, 2020, the ability to control 100% of the voting rights
                                            of the Equity Interests of Faktos INC, S.A.P.I. de C.V. or Facultas Analytics, S.A.P.I. de
                                            C.V.), (y) on and after February 1, 2020 own and control 100% of each class of the outstanding
                                            Equity Interests of Faktos INC, S.A.P.I. de C.V. or Facultas Analytics, S.A.P.I. de C.V.,
                                            or (z) own and control 93% of each class of the outstanding Equity Interests of Anzen Soluciones,
                                            S.A. de C.V., (d) any sale of all or substantially all of the property or assets of any of
                                            the Loan Parties or their Subsidiaries, other than in a sale or transfer to a Loan Party
                                            (other than the SPAC Transaction), or (e) any “change of control” occurs
                                            under, and as defined in, any other Material Contract.



 






    2


     


    

 


“LIV
Equity Contribution Agreement” means that certain Equity Contribution Agreement, dated as of February 2, 2021, among Ultimate
Holdings, LIVK, Administradora LIV Capital, S.A.P.I. de C.V. as manager of the Contrato de Fideicomiso Irrevocable de Emisión
de Certificados Bursátiles Fiduciarios de Desarrollo Número F/2416 identified as “LIV Mexico Growth IV No. F/2416”
(the “CKD”) and LIV Mexico Growth Fund IV, L.P. (the “LIV LP” and, together with CKD, the “Equity
Investors”), in the form attached to the Second Amendment as Exhibit A pursuant to which the Equity Investors has agreed
to provide a cash equity commitment in an aggregate amount equal to or greater than U.S.$20,000,000.


 


“LIVK”
means LIV Capital Acquisition Corp., a Cayman Islands exempted company.


 


“LIVK
PIPE” means those certain equity subscriptions consummated by LIVK prior to the closing of the SPAC Transaction as private
placements under the Securities Act and in anticipation of the merger pursuant to PIPE Subscription Agreements in customary form.


 


“Material
Contract” means, with respect to any Person, (a) each of the Specified Acquisition Agreement, (b) each contract or agreement
to which such Person or any of its Subsidiaries is a party, which individually or in the aggregate comprise at least 10% of the gross
revenues of the Consolidated Group, taken as a whole, over the most recently ended Computation Period, (c) each contract or agreement
to which such Person or any of its Subsidiaries is a party (i) that relates to any Subordinated Debt, (ii) consisting of a Hedging Obligations
in an amount that exceeds $500,000, or (iii) that relates to any other Debt in an aggregate amount of $500,000 or more (other than the
Loan Documents), (d) the LIV Equity Contribution Agreement, and (e) each contract or agreement to which such Person or any of its
Subsidiaries is a party, the breach, nonperformance, cancellation, failure to renew, or loss of which could reasonably be expected to
result in a Material Adverse Effect.


 


“Net
Cash Proceeds” means:


 


(a) with
respect to any Asset Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or
by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received
by any Loan Party or Subsidiary thereof pursuant to such Asset Disposition net of (i) the direct costs relating to that sale, transfer
or other disposition (including sales commissions and legal, accounting and investment banking fees), (ii) taxes paid or reasonably estimated
by Borrowers to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing
arrangements), and (iii) amounts required to be applied to the repayment of any Debt secured by a Lien on the asset subject to that Asset
Disposition (other than the Loans).


 


(b) with
respect to any issuance of Equity Interests, the aggregate cash proceeds received by any Loan Party or Subsidiary thereof pursuant to
such issuance, net of the direct costs of non-Affiliates relating to such issuance (including sales and underwriters’ commissions);


 


(c) with
respect to any issuance of Debt, the aggregate cash proceeds received by any Loan Party or Subsidiary thereof pursuant to such issuance,
net of the direct costs of non-Affiliates of such issuance (including up-front, underwriters’ and placement fees); and


 






    3


     


    

 


(d) with
respect to the SPAC Transaction, the aggregate cash proceeds received by Ultimate Holdings or Subsidiary thereof from (i) cash released
from LIVK’s trust account (after giving effect to redemptions therefrom by LIVK’s public shareholders) and (ii) the LIVK
PIPE financing (including any third party financing entered into in connection therewith) that closes substantially concurrently with
the SPAC Transaction, in each case net of attorneys’ fees, investment banking and other financial advisor fees, placement agent
fees, accountants’ fees, printer fees, public relations firm fees, and other customary fees and expenses actually incurred in connection
with the SPAC Transaction.


 


“SPAC
Transaction” means a direct or indirect sale, merger, reorganization, recapitalization or other business combination or similar
transaction by Ultimate Holdings to or with a special purpose acquisition corporation or Affiliate (the “SPAC”) thereof
pursuant to bona fide definitive documentation that contains commercially reasonable terms (including, without limitation, reasonable
closing conditions).


 


“Second
Amendment” means that certain Waiver and Second Amendment to First Amended and Restated Credit Agreement, dated as of February
2, 2021, by and among the, Borrowers, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the
Collateral Agent.


 


“Ultimate
Holdings” as defined in the preamble to this Agreement and any successor by merger pursuant to a SPAC Transaction consummated
in accordance with Section 3 of the Second Amendment.


 


1.2
Section 6.2.2(a)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(ii)
concurrently with the receipt by any Loan Party of any other issuance of Equity Interests of any Loan Party (other than the issuance
of Equity Interests pursuant to the LIV Equity Contribution Agreement or the SPAC Transaction), in an amount equal to 100% of such Net
Cash Proceeds; provided that, if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Senior
Officer on behalf of the Borrowers to the effect that the Loan Parties intend to apply such Net Cash Proceeds (or a portion thereof specified
in such certificate), within 365 days after receipt of such Net Cash Proceeds, to consummate a Permitted Acquisition thereby, a Specified
Permitted Investment thereof, or a Capital Expenditure thereby that is otherwise permitted under this Agreement, and certifying that
no Event of Default has occurred and is continuing, then no such prepayment shall be required on (a) 75% of such Net Cash Proceeds in
connection with any issuance of Equity Interests pursuant to an IPO, or (b) any Net Cash Proceeds in connection with any other issuance
of Equity Interests of any Loan Party permitted hereunder; provided, further, that to the extent any such Net Cash
Proceeds therefrom that have not been so applied by the end of such 365-day period, a prepayment shall be required in an amount equal
to such Net Cash Proceeds that have not been so applied unless such 365-day period is extended by the Administrative Agent (acting at
the written direction of the Required Lenders).


 


1.3
Section 10 of the Credit Agreement is hereby amended by adding a new Section 10.15 at the end thereof as follows:


 


10.15 (a)
LIV Equity Investment. On or prior to March 22, 2021 (or such later date as may be agreed by the Required Lenders in their sole
discretion), Ultimate Holdings shall have received cash investments in an aggregate amount equal to or greater than $20,000,000 pursuant
to the LIV Equity Contribution Agreement.


 






    4


     


    

 


1.4
Section 11.4 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


11.4
  Mergers, Consolidations, Sales. Not, and not permit any Loan Party or Subsidiary thereof
to, (a) be a party to any merger or consolidation, (b) sell, transfer, dispose of, convey or lease any of its assets or Equity
Interests (including the sale of Equity Interests of any Subsidiary), (c) sell or assign with or without recourse any Accounts,
or (d) purchase or otherwise acquire all or substantially all of the assets or any Equity Interests, or any partnership or joint
venture interest in, any other Person or make any Acquisition, in all cases other than: (i) any such merger, consolidation,
sale, transfer, acquisition, conveyance, lease, or assignment of or by any Borrower or Subsidiary with and into any Borrower or any Subsidiary
so long as (t) no other provision of this Agreement would be violated thereby, (u) in the case of any such transactions with
a Borrower, a Borrower shall be the surviving Person, (v) in the case of any such transactions with a Domestic Subsidiary, a Domestic
Subsidiary shall be the surviving Person, (w) in the case of any such transactions with a Loan Party, a Loan Party shall be the surviving
Person, (x) Borrower Representative gives Administrative Agent at least 15 days’ prior written notice of such merger
or consolidation, (y) no Default or Event of Default has occurred and is continuing either before or after giving effect to that
transaction, and (z) the Lenders’ rights in any Collateral, including the existence, perfection and priority of any Lien thereon,
are not adversely affected by that merger or consolidation, (ii) Permitted Acquisitions, (iii) Permitted Asset Dispositions, (iv)
an IPO by Ultimate Holdings otherwise permitted hereunder, and (v) a SPAC Transaction, so long as such SPAC Transaction is consummated
in accordance with Section 3 of the Second Amendment.


 


1.5
Section 11.12.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


11.12.2 Total
Leverage Ratio. Permit the Total Leverage Ratio of the Consolidated Group for any Computation Period to exceed the applicable ratio
set forth below for such Computation Period:


 


	Computation
    Period Ending	Total
    Leverage Ratio
	June
    30, 2019	3.75:1.00
	September
    30, 2019	3.50:1.00
	December
    31, 2019	3.50:1.00
	March
    31, 2020	3.25:1.00
	June
    30, 2020	3.00:1.00
	September
    30, 2020	3.50:1.00
	December
    31, 2020	5.00:1.00
	March
    31, 2021	5.25:1.00
	June
    30, 2021	5.25:1.00
	September
    30, 2021	4.50:1.00
	December
    31, 2021 	3.50:1.00
	March
    31, 2022 and each Computation Period ending thereafter	3.00:1.00


 






    5


     


    

 


1.6
Section 13.1.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


13.1.3 Other
Material Obligations. Default in the payment when due, or in the performance or observance of, any Material Contract or the Faktos/Facultas
Trust Documents; provided that an immaterial default in the performance or observance of the LIV Equity Contribution Agreement
shall not constitute an Event of Default under this Section 13.1.3.


 


1.7
Section 13.1.5 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


13.1.5.
 Non-Compliance with Loan Documents. (a) Failure by any Loan Party to comply with
or to perform any covenant set forth in Sections 10.1.1, 10.1.2, 10.1.3, 10.1.5, 10.2, 10.3(b),
10.5, 10.6, 10.10, 10.11, 10.12, 10.13, or 10.15, or Section 11, or (b) failure
by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document (and not constituting
an Event of Default under any other provision of this Section 13) and continuance of such failure described in this clause (b)
for 30 or more days after the earlier of (i) the date any Loan Party knows or reasonably should have known of such failure or
(ii) the date of receipt by Borrower Representative (or any Borrower) of notice from the Required Lenders of such failure.


 


Section
2 Waiver. The Loan Parties (w) failed to remain in compliance with the maximum Total Leverage Ratio requirement set forth
in Section 11.12.2 of the Credit Agreement with respect to the Computation Period ended September 30, 2020, (x) failed to deliver
the annual audit report of the Consolidated Group for the Fiscal Year ended December 31, 2019 and the related financial statements and
compliance certificate on the dates required for such deliveries as set forth in Section 10.1.1 and 10.1.3 of the Credit Agreement, and
(y) are in breach of substantially similar covenants set forth in certain Senior Credit Facility Documents and, as a result, Events of
Default have occurred and are continuing under Sections 13.1.2, 13.1.3 and 13.1.5 of the Credit Agreement (collectively, the “Specified
Defaults”). Each Loan Party agrees and confirms that the Specified Defaults are the only Events of Default outstanding as of
the date hereof. Subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Lenders and the Administrative
Agent (acting at the direction of the Required Lenders) hereby waive such Specified Defaults under the Credit Agreement; provided,
however, that such waiver shall only apply to the Specified Defaults, and any other Events of Default, whether now existing or
hereafter occurring, shall not be subject to or receive the benefit of such waiver. The Lenders and the Administrative Agent (acting
at the direction of the Required Lenders) waive any requirement that default interest be paid in respect of the Specified Defaults waived
hereunder. The parties hereto agree that the foregoing does not establish a custom or course of dealing among the Administrative Agent,
the Collateral Agent, the Lenders, the Loan Parties or any other Person. For the avoidance of doubt, if this Amendment does not become
effective pursuant to Section 5 hereof and/or this Amendment otherwise terminates prior to its effectiveness, nothing herein shall
serve as a waiver by the Lenders of any Event of Default, and the Lenders reserve all rights and remedies with respect to any Event of
Default.


 


Section
3 Consents. Notwithstanding anything to the contrary in any Loan Document, subject to the satisfaction of the conditions precedent
set forth in Section 5 below, the Lenders hereby: (i) consent to SPAC Transaction so long as, (A) both before and after giving
effect to the SPAC Transaction no Default or Event of Default exists, and (B) such SPAC Transaction shall be consummated based on an
implied enterprise value of Ultimate Holdings of not less than U.S.$480,000,000, with total equity cash proceeds (including cash investments
pursuant to a “private investment in public equity”) raised of not less than U.S.$30,000,000, and (1) the Loan Parties’
and their Subsidiaries’ balance sheet cash plus (2) cash on the SPAC’s working capital balance sheet on the date of
the consummation of the SPAC Transaction is not less than U.S.$10,000,000 (excluding proceeds from any Indebtedness and the effects of
stretching amounts due under any accounts payable); and (ii) consent to the amendment of the certificate of incorporation of Ultimate
Holdings substantially as required pursuant to Section 2.2 of the LIV Equity Contribution Agreement (the “Charter Amendment”);
provided that (x) the Lenders are given three Business Days’ notice, and a copy, of such Charter Amendment prior to the
filing thereof, and (y) the Charter Amendment is not adverse to the interests of the Lenders (unless otherwise agreed by the Required
Lenders in writing). For the avoidance of doubt, the Lenders hereby agree that the terms of the Charter Amendment set forth in the Equity
Term Sheet attached as Exhibit 3 to the LIV Equity Contribution Agreement are not adverse to the interests of the Lenders.


 






    6


     


    

 


Section
4 Definitions. All capitalized term used herein and not otherwise defined herein shall have the meanings given to
them in the Credit Agreement as amended hereby.


 


Section
5 Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective upon the satisfaction of
each of the following conditions (the date on which all such conditions precedent have been satisfied, the “Amendment No. 2
Effective Date”):


 


5.1
The Administrative Agent and the Lenders shall have received a copy of this Amendment signed by the Loan Parties, the Administrative
Agent, the Collateral Agent and the Lenders;


 


5.2
The Administrative Agent and the Lenders shall have received a fully executed copy of the Waiver and Third Amendment to Amended and Restated
Credit Agreement, dated as of the date of this Amendment, amending the Senior Credit Facility in form and substance satisfactory to the
Lenders;


 


5.3
The Administrative Agent and the Lenders shall have received evidence of payment by the Borrowers of all accrued and unpaid fees, costs
and expenses incurred prior to or on the Amendment No. 2 Effective Date, including all Attorney Costs of the Administrative Agent and
the Lenders incurred prior to or on the Amendment No. 2 Effective Date;


 


5.4
All representations and warranties set forth in Section 6 hereof are true and correct; and


 


5.5
The Administrative Agent and the Lenders shall have received a fully executed and effective copy of the LIV Equity Contribution Agreement.


 


Section
6 Representations and Warranties. To induce the Administrative Agent and the Lenders to execute this Amendment, each
Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:


 


6.1
the execution, delivery and performance of this Amendment by the Loan Parties has been duly authorized, and this Amendment constitutes
the legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except
as the enforceability may be limited by bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights
generally and to general principles of equity;


 


6.2
the execution, delivery and performance of this Amendment by each Loan Party does not require any consent or approval of any governmental
agency or authority (other than (i) any consent or approval which has been obtained and is in full force and effect, or (ii) where the
failure to obtain such consent would not reasonably be expected to result in a Material Adverse Effect);


 






    7


     


    

 


6.3
after giving effect to this Amendment and the transactions contemplated hereby, each of the representations and warranties of each Loan
Party set forth in the Loan Documents are true and correct in all material respects (unless any such representation or warranty is by
its terms qualified by concepts of materiality, in which case that representation or warranty is true and correct in all respects) with
the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case that representation
or warranty is true and correct in all material respects or in all respects, as applicable, as of that earlier date); and


 


6.4
after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing
or would result from the execution and effectiveness of this Amendment.


 


Section
7 Ratification and Reaffirmation. Each Loan Party hereby ratifies and confirms the Credit Agreement and each other Loan
Document to which it is a party, each of which shall remain in full force and effect according to their respective terms, as amended
hereby. In connection with the execution and delivery of this Amendment and the other Loan Documents delivered herewith, each Loan Party,
as borrower, debtor, grantor, mortgagor, pledgor, guarantor, assignor, obligor or in other similar capacities in which such Loan Party
grants liens or security interests in its properties or otherwise acts as an accommodation party, guarantor, obligor or indemnitor or
in such other similar capacities, as the case may be, in any case under any Loan Documents, hereby (a) ratifies, reaffirms, confirms
and continues all of its payment and performance and other obligations, including obligations to indemnify, guarantee, act as surety,
or as principal obligor, in each case contingent or otherwise, under each of such Loan Documents to which it is a party, (b) ratifies,
reaffirms, confirms and continues its grant of liens on, or security interests in, and assignments of its properties pursuant to such
Loan Documents to which it is a party as security for the Obligations, and (c) confirms and agrees that such liens and security interests
secure all of the Obligations. Each Loan Party hereby consents to the terms and conditions of the Credit Agreement, as amended hereby.
Each Loan Party acknowledges (i) that each of the Loan Documents to which it is a party remains in full force and effect, (ii) that each
of the Loan Documents to which it is a party is hereby ratified, continued and confirmed, (iii) that any and all obligations of such
Loan Party under any one or more such documents to which it is a party is hereby ratified, continued and reaffirmed, and (iv) that, to
such Loan Party’s knowledge, there exists no offset, counterclaim, deduction or defense to any obligations described in this Section
7. This Amendment shall not constitute a course of dealing with the Administrative Agent, the Collateral Agent or the Lenders at
variance with the Credit Agreement or the other Loan Documents such as to require further notice by the Administrative Agent, the Collateral
Agent or the Lenders to require strict compliance with the terms of the Credit Agreement and the other Loan Documents in the future.


 


Section
8 Miscellaneous.


 


8.1
Signatures; Effect of Amendment. By executing this Amendment, each of the Loan Parties is deemed to have executed the Credit Agreement,
as amended hereby, as a Borrower and a Loan Party (or, in the case of the Intermediate Holdings and the Guarantors, solely as a Loan
Party). All such Loan Parties, the Administrative Agent, the Collateral Agent and the Lenders acknowledge and agree that (a) nothing
contained in this Amendment in any manner or respect limits or terminates any of the provisions of the Credit Agreement or any of the
other Loan Documents other than as expressly set forth herein and further agree and acknowledge that the Credit Agreement (as amended
hereby) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed, and
(b) other than as expressly set forth herein, the obligations under the Credit Agreement and the guarantees, pledges and grants of security
interests created under or pursuant to the Credit Agreement and the other Loan Documents continue in full force and effect in accordance
with their respective terms and the Collateral secures and shall continue to secure the Loan Parties’ obligations under the Credit
Agreement (as amended hereby) and any other obligations and liabilities provided for under the Loan Documents. Except to the extent expressly
set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any rights, power or remedy
of the Administrative Agent, the Collateral Agent or the Lenders under the Credit Agreement or any other Loan Document, nor constitute
a waiver of any provision of the Credit Agreement or any other Loan Document, nor constitute a novation of any of the Obligations under
the Credit Agreement or obligations under the Loan Documents. This Amendment does not extinguish the indebtedness or liabilities outstanding
in connection with the Credit Agreement or any of the other Loan Documents. No delay on the part of the Administrative Agent, the Collateral
Agent or any Lender in exercising any of their respective rights, remedies, powers and privileges under the Credit Agreement or any of
the Loan Documents or partial or single exercise thereof, shall constitute a waiver thereof. None of the terms and conditions of this
Amendment may be changed, waived, modified or varied in any manner, whatsoever, except in accordance with Section 15.1 of the
Credit Agreement.


 






    8


     


    

 


8.2
Counterparts. This Amendment may be executed electronically and in any number of counterparts and by the different parties on
separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Delivery of the executed counterpart of this Amendment by telecopy or electronic mail shall be as effective
as delivery of a manually executed counterpart to this Amendment.


 


8.3
Severability. The illegality or unenforceability of any provision of this Amendment or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument
or agreement required hereunder.


 


8.4
Captions. Section captions used in this Amendment are for convenience only, and shall not affect the construction of this Amendment.


 


8.5
Entire Agreement. This Amendment embodies the entire agreement and understanding among the parties hereto and supersedes all prior
or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof.


 


8.6
References. Any reference to the Credit Agreement contained in any notice, request, certificate, or other document executed concurrently
with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise
require. Reference in any of this Amendment, the Credit Agreement, or any other Loan Document to the Credit Agreement shall be a reference
to the Credit Agreement as amended hereby and as may be further amended, modified, restated, supplemented or extended from time to time.


 


8.7
Governing Law. THIS AMENDMENT IS A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


8.8
Payment of Costs and Expenses. Each Loan Party, jointly and severally, agree pursuant to the terms of Section 15.5 of the
Credit Agreement, to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders incurred
in connection with the transactions contemplated hereby (including Attorney Costs and Taxes) in connection with the preparation, execution
and delivery of this Amendment and the other Loan Documents.


 


8.9
Administrative Agent and Collateral Agent Instruction. Each Lender party hereto, through its execution of this Amendment, hereby
instructs each of the Administrative Agent and the Collateral Agent to execute and deliver this Amendment.


 


 


[Signatures
Immediately Follow]


 






    9


     


    

 



IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.


 





	 	AGILETHOUGHT,
INC,

as Borrower
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Chairman
	 	 	 
	 	 	 
	 	AN
EXTEND, S.A. de C.V.,

as Borrower
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 		 
	 	AN
GLOBAL LLC,

as Loan Party
	 		 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President
	 	 	 
	 	 	 
	 	4th
SOURCE LLC,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President
	 	 	 
	 	 	 
	 	IT
GLOBAL HOLDING, LLC,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President



 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]



 






    10


     


    

 


	 	QMX
INVESTMENT HOLDINGS USA,

as Loan Party
	 	 	 
	 	By:	/s/ Jorge Pliego Seguin
	 	Name:	Jorge Pliego Seguin
	 	Title:	Treasurer
	 	 	 
	 	 	 
	 	NORTH
AMERICAN SOFTWARE S.A.P.I. DE C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	 	 
	 	4TH
SOURCE HOLDING CORP.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Sole Director
	 	 	 
	 	 	 
	 	FACULTAS
ANALYTICS, S.A.P.I. DE C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact



 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]



 






    11


     


    

 


	 	FAKTOS
INC, S.A.P.I. DE C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	 	 
	 	CUARTO
ORIGEN, S. DE R.L. DE C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	 	 
	 	4TH
SOURCE MEXICO, LLC,

as Loan Party
	 	 	 
	 	By:
4TH Source LLC

as Sole Member
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President



 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]



 






    12


     


    

 


	 	AGS
ALPAMA GLOBAL SERVICES MEXICO, S.A DE C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	 	 
	 	ENTREPIDS
TECHNOLOGY INC.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	 	 
	 	ENTREPIDS
MEXICO, S.A. DE C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	 	 
	 	AGS
ALPAMA GLOBAL SERVICES USA, LLC.,

as Loan Party
	 	 	 
	 	By:
QMX INVESTMENT HOLDINGS USA, INC.

as Sole Member
	 	 	 
	 	By:	/s/ Jorge Pliego Seguin
	 	Name:	Jorge Pliego Seguin
	 	Title:	Treasurer



 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]



 






    13


     


    

 


	 	AN
UX, S.A de C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	 	 
	 	AN
EVOLUTION, S.A. DE C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	 	 
	 	AN
DATA INTELLIGENCE, S.A. DE C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	 	 
	 	ANZEN
SOLUCIONES, S.A. DE C.V.,

as Loan Party
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact



 





	 	By:	/s/
  Mauricio Garduño González Elizondo
	 	Name:	Mauricio
  Garduño González Elizondo
	 	Title:	Attorney-in-Fact


 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]



 






    14


     


    




 





	 	AN USA,

                                                                                as Loan Party

	 	 
	 	By:	/s/
  Manuel Senderos Fernández
	 	Name:	Manuel
  Senderos Fernández
	 	Title:	President


 


 





	 	AGS
                                            NASOFT SERVICIOS ADMINISTRATIVOS, S.A. DE C.V.,

as Loan Party

	 	 
	 	By:	/s/
  Manuel Senderos Fernández
	 	Name:	Manuel
  Senderos Fernández
	 	Title:	Attorney-in-Fact


 





	 	By:	/s/
  Mauricio Garduño González Elizondo
	 	Name:	Mauricio
  Garduño González Elizondo
	 	Title:	Attorney-in-Fact


 


 





	 	NASOFT
SERVICIOS ADMINISTRATIVOS, S.A DE C.V.,

                                                                                                          as
                                            Loan Party

	 	 
	 	By:	/s/
  Manuel Senderos Fernández
	 	Name:	Manuel
  Senderos Fernández
	 	Title:	Attorney-in-Fact


 





	 	By:	/s/
  Mauricio Garduño González Elizondo
	 	Name:	Mauricio
  Garduño González Elizondo
	 	Title:	Attorney-in-Fact


 


 





	 	AGILETHOUGHT,
  LLC,

as Loan Party
	 	 
	 	By:	/s/
  Manuel Senderos Fernández
	 	Name:	Manuel
  Senderos Fernández
	 	Title:	Global
  Chief Executive Officer


 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]


 






    15


     


    

 





	 	INVERTIS,
  S.A. DE C.V.,

as Loan Party
	 	 
	 	By:	/s/
  Manuel Senderos Fernández
	 	Name:	Manuel
  Senderos Fernández
	 	Title:	Sole
  Director


 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]


 






    16


     


    

 





	 	GLAS
  USA LLC,

as Administrative Agent
	 	 
	 	By:	/s/
  Lisha John
	 	Name:	Lisha
  John
	 	Title:	Vice
  President


 


 





	 	GLAS
  AMERICAS LLC,

as Collateral Agent
	 	 
	 	By:	/s/
  Lisha John
	 	Name:	Lisha
  John
	 	Title:	Vice
  President


 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]


 






    17


     


    

 





	 	BANCO
NACIONAL DE MÉXICO S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISIÓN FIDUCIARIA, COMO FIDUCIARIO DEL FIDEICOMISO
IRREVOCABLE F/17937-8,

as Tranche A Lender and Tranche A-2 Lender

	 	 
	 	By:	/s/
  Andres Borrego
	 	Name:	Andres
  Borrego
	 	Title:	Attorney-in-Fact


 





	 	By:	/s/
  Manuel Ramos
	 	Name:	Manuel
  Ramos
	 	Title:	Managing
  Director


 


 


Signature
page to Second Amendment


 






    18


     


    

 





	 	NEXXUS
                                            CAPITAL PRIVATE EQUITY FUND VI, L.P.,

                                            as Tranche B Lender and Tranche B-2 Lender

	 	 
	 	By:	/s/
  Ana Mercedes Vidal Basagoitia
	 	Name:	Ana
  Mercedes Vidal Basagoitia
	 	Title:	Attorney-in-Fact


 


 





	 	BANCO
NACIONAL DE MÉXICO, S.A., MEMBER OF GRUPO FINANCIERO BANAMEX, DIVISION FIDUCIARIA, IN ITS CAPACITY AS TRUSTEE OF THE TRUST “NEXXUS
CAPITAL VI” AND IDENTIFIED WITH NUMBER NO. F/173183,

as Tranche B Lender and Tranche B-2 Lender

	 	 
	 	By:	/s/
  Ana Mercedes Vidal Basagoitia
	 	Name:	Ana
  Mercedes Vidal Basagoitia
	 	Title:	Attorney-in-Fact


 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]


 






    19


     


    

 





	 	NEXXUS
CAPITAL PRIVATE EQUITY FUND VI, L.P.,

as Tranche B Lender and Tranche B-2 Lender

	 	 
	 	By:	/s/
  Alejandro Gorozpe Barbara
	 	Name:	Alejandro
  Gorozpe Barbara
	 	Title:	Attorney-in-Fact


 


 





	 	BANCO
NACIONAL DE MÉXICO, S.A., MEMBER OF GRUPO FINANCIERO BANAMEX, DIVISION FIDUCIARIA, IN ITS CAPACITY AS TRUSTEE OF THE TRUST “NEXXUS
CAPITAL VI” AND IDENTIFIED WITH NUMBER NO. F/173183,

as Tranche B Lender and Tranche B-2 Lender

	 	 
	 	By:	/s/
  Alejandro Gorozpe Barbara
	 	Name:	Alejandro
  Gorozpe Barbara
	 	Title:	Attorney-in-Fact


 


 


[Signature
Page to Second Amendment to First Amended and Restated Credit Agreement]


 






    20