Exhibit
10.8(3)


 


EXECUTION
VERSION


 


WAIVER
AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This
WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 2, 2021,
is entered into by and among IT GLOBAL HOLDING LLC, a Delaware limited liability company (“IT Global”), 4TH SOURCE
LLC a Delaware limited liability company (“4th Source”), AGILETHOUGHT, LLC, a Florida limited liability company (“AgileThought”),
AN EXTEND, S.A. de C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico (“AN Extend”),
AN EVOLUTION S. DE R.L. DE C.V., a sociedad de responsabilidad limitada de capital variable incorporated under the laws
of Mexico (“AN Evolution,” and together with IT Global, 4th Source, AgileThought, and AN Extend, each a “Borrower”
and collectively, the “Borrowers”), AN GLOBAL LLC, a Delaware limited liability company (“Intermediate Holdings”),
AGILETHOUGHT, INC. (f/k/a AN GLOBAL INC.), a Delaware corporation (“Ultimate Holdings” and together with Intermediate
Holdings, the “Holdings Companies”), the financial institutions party hereto as lenders (together with their respective
successors and assigns, the “Lenders”), and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, a Delaware limited liability
company (“Monroe Capital”), as Administrative Agent for the Lenders (the “Administrative Agent”).


 


recitals


 


WHEREAS,
Borrowers, Holdings Companies, the Lenders party thereto, and the Administrative Agent are parties to that certain Amended and Restated
Credit Agreement, dated as of July 18, 2019 (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 the Events of Default;


 


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


 


WHEREAS,
the Administrative 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. 3 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 Third Amendment, unless otherwise agreed to by the Administrative Agent, 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 to 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 any of the Borrowers, (c) except to the extent expressly permitted under
                                            Section 11.4(i), any of the Borrowers 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, the Second Lien Loan Documents or 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 hereto 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 $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 4th Source Related Agreements and AgileThought Related Agreements,
(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)
(i) each contract or agreement to which such Person or any of its Subsidiaries is a party (i) that relates to any Subordinated Debt (including,
without limitation, the Second Lien Debt or the AgileThought Earn-out Obligations), (ii) that relates to any other Earn-out Obligations,
(iii) consisting of any Hedging Obligations in an aggregate amount of $500,000 or more, or (iv) 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


 






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(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).


 


“Third
Amendment” means that certain Waiver and Third Amendment to Amended and Restated Credit Agreement, dated as of February 2,
2021, by and among the, Borrowers, the Holdings Companies, the Lenders party thereto, and the Administrative 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 Third Amendment.


 


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


 


(ii)
(A) 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; (B) concurrently
with (and in any event no later than one day after) the receipt by Ultimate Holdings or any Subsidiary or Affiliate thereof of proceeds
from the LIV Equity Contribution Agreement, in an amount equal to $20,000,000; and (C) concurrently with the consummation of (and in
any event no later than one day after) the SPAC Transaction, in an amount equal to 100% of the Net Cash Proceeds from the SPAC Transaction;
provided that no prepayment shall be required under this clause (C) in excess of an amount that would cause the sum of (1) the
Loan Parties’ and their Subsidiaries’ balance sheet cash plus (2) cash on the SPAC’s working capital balance
sheet, immediately after giving effect to the SPAC Transaction and any prepayment made under this clause (C), to be less than $15,000,000;


 






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1.3
Section 6.4.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


Term
Loans. Borrowers shall repay the aggregate outstanding principal amount of the Term Loans (including, without limitation, the Existing
Term Loans, the Closing Date Term Loans, and any Incremental Term Loans) (a) in consecutive quarterly installments equal to the Scheduled
Term Loan Payment Amount on the last Business Day of each of March, June, September and December commencing on September 30, 2019 (other
than for the six consecutive months ending February 28, 2021 through and including July 31, 2021 which shall amortize as set forth in
clause (b)), (b) in six consecutive monthly installments equal to $1,000,000 each month on the last Business Day of each of calendar
month commencing with the month ending February 28, 2021 until July 31, and (c) a final installment equal to the remaining outstanding
principal balance of the Term Loans, payable on the Termination Date. Unless sooner paid in full, the outstanding principal balance of
the Term Loans must be paid in full on the Termination Date.


 


1.4
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 Administrative Agent), 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.


 


(b)
LIV Transaction Fee. In the event that the LIV Equity Investment is not consummated in accordance with Section 10.15(a)
by March 22, 2021 (the “Specified Date”), then the Borrowers shall jointly and severally pay to Administrative Agent,
for the ratable benefit of the Lenders that execute this Amendment, a fee (the “LIV Transaction Fee”) equal to $5,000,000.
The LIV Transaction Fee shall constitute an Obligation under the Loan Documents, and shall be fully earned and due and payable on the
Specified Date; provided, however, that at Borrowers’ election, the LIV Transaction Fee may be paid by the Borrowers
at any time prior to or on the Termination Date. The LIV Transaction Fee constitutes compensation for services rendered and does not
constitute interest or a charge for the use of money. The LIV Transaction Fee shall be paid in U.S. dollars in immediately available
funds and shall not be subject to reduction by way of setoff, defense or counterclaim and are in addition to any other fee, cost or expense
payable in connection with the Loan Documents, Failure to pay the LIV Transaction Fee on the date it is due and payable shall constitute
an immediate Event of Default.


 






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1.5
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, to the extent also permitted by
the Second Lien Loan Documents: (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 Third Amendment.


 






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1.6
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


 


1.7
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.


 


1.8
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 Administrative Agent or Required Lenders of
such failure.


 






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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 Second Lien Loan 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 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 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 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 and the Administrative Agent 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 $480,000,000, with total equity cash proceeds
(including cash investments pursuant to a “private investment in public equity”) raised of not less than $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 $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 Administrative Agent is 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 Administrative Agent
or the Lenders (unless otherwise agreed by the Administrative Agent in writing). For the avoidance of doubt, the Administrative Agent
and 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 Administrative Agent or the Lenders.


 


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.


 






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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. 3 Effective
Date”):


 


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


 


5.2
Administrative Agent shall have received a fully executed copy of the Waiver and Second Amendment to First Amended and Restated Credit
Agreement, dated as of the date of this Amendment, amending the Second Lien Loan Agreement in form and substance satisfactory to the
Administrative Agent;


 


5.3
[Intentionally Omitted];


 


5.4
Administrative Agent 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. 3 Effective Date, including all Attorney Costs of the Administrative Agent incurred prior to or on the
Amendment No. 3 Effective Date;


 


5.5
all representations and warranties set forth in Section 6 hereof are true and correct; and


 


5.6
Administrative Agent 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);


 


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.


 






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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 or the Lenders at variance with the Credit Agreement or the other
Loan Documents such as to require further notice by the Administrative 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 Holdings Companies and the Guarantors, solely as a Loan Party).
All such Loan Parties, the Administrative 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 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 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.


 






    10


     


    

 


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 APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE, WITHOUT REGARD TO CONFLICT-OF-LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


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 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 [Intentionally
Omitted].


 


8.10 Amendment
No. 3 Fee. The Borrowers shall jointly and severally pay to Administrative Agent, for the ratable benefit of the Lenders that execute
this Amendment, an amendment fee (the “Amendment No. 3 Fee”) equal to $250,000. The Amendment No. 3 Fee is fully earned
on the Amendment No. 3 Effective. The Amendment No. 3 Fee will be due and payable in full on the Termination Date. The Amendment No.
3 Fee constitutes compensation for services rendered and does not constitute interest or a charge for the use of money. The Amendment
No. 3 Fee shall not be subject to refund or rebate under any circumstances. The Amendment No. 3 Fee shall be paid in U.S. dollars in
immediately available funds and shall not be subject to reduction by way of setoff, defense or counterclaim and are in addition to any
other fee, cost or expense payable in connection with the Loan Documents.


 


[Signatures
Immediately Follow]


 






    11


     


    

 


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


 





	BORROWERS:	IT GLOBAL HOLDING LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President


 


 


	 	4TH
                                            SOURCE LLC,

    a
    Delaware limited liability company

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



 


 

	 	AGILETHOUGHT
                                            LLC,

    a
    Florida limited liability company

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



 


 

	 	AN
                                            EVOLUTION, S. DE R.L. DE C.V.,

    a
    sociedad de responsabilidad limitada de capital variable incorporated under the laws of Mexico

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



 

Signature
page to Third Amendment

 



    12


     


    

 

	 	AN
                                            EXTEND, S.A. DE C.V.,

    a
    sociedad anonima de capital variable

incorporated under the laws of Mexico

	 	 
	 	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



 


 

	HOLDINGS
                                                                           COMPANIES:
	AN
                                            GLOBAL LLC,

    a
    Delaware limited liability company

	 	 
	 	By:	/s/
    Manuel Senderos Fernández
	 	Name: 	Manuel Senderos Fernández
	 	Title: 	President
	 	 
	 	 
	 	AGILETHOUGHT,
INC. (f/k/a AN GLOBAL INC.),

    a
Delaware corporation

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



 

Signature
page to Third Amendment

 






    13


     


    

 


	ADMINISTRATIVE AGENT:	MONROE CAPITAL MANAGEMENT ADVISORS, LLC,

                                             as Administrative Agent

	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director



 

Signature
page to Third Amendment

 



    14


     


    

 


	LENDER:	MC FINANCING SPV I,
    LLC,

    in its capacity as a Lender
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director



 

Signature
page to Third Amendment

 



    15


     


    

 





	LENDER:	MONROE CAPITAL CORPORATION,

    in its capacity as a Lender
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 



    16


     


    

 





	LENDER:	MONROE
    CAPITAL PRIVATE CREDIT FUND III FINANCING SPV LLC,

    in
    its capacity as a Lender

	 	 	 
	 	By:
    MONROE CAPITAL PRIVATE CREDIT FUND III LP,

    as
    Designated Manager

	 	 	 
	 	By:
    MONROE CAPITAL PRIVATE CREDIT FUND III LLC,

    its
    general partner as Assignee

	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 



    17


     


    

 





	LENDER:	MONROE CAPITAL PRIVATE CREDIT FUND I FINANCING SPV LLC,
 in its capacity as a Lender
	 	 	 
	 	By: MONROE CAPITAL PRIVATE CREDIT FUND I LP,
 as Designated Manager
	 	 	 
	 	By: MONROE CAPITAL PRIVATE CREDIT FUND I LLC,
 its general partner
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 



    18


     


    

 





	LENDER:	MONROE CAPITAL PRIVATE CREDIT FUND II FINANCING SPV LLC,
 in its capacity as a Lender
	 	 	 
	 	By: MONROE CAPITAL PRIVATE CREDIT FUND II LP,
 as Designated Manager
	 	 	 
	 	By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC,
 its general partner
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 



    19


     


    




 





	LENDER:	MONROE CAPITAL PRIVATE
    CREDIT FUND III LP,

    in its capacity as a Lender
	 	 	 
	 	By: MONROE CAPITAL
    PRIVATE CREDIT FUND III LLC,

    its general partner
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 



    20


     


    







 


	LENDER:	MONROE CAPITAL PRIVATE
    CREDIT FUND III (UNLEVERAGED) LP,

    in its capacity as a Lender
	 	 	 
	 	By: MONROE CAPITAL
    PRIVATE CREDIT FUND III LLC,

    its general partner
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director




 

Signature
page to Third Amendment

 



    21


     


    

 





	LENDER:	MONROE CAPITAL PRIVATE
    CREDIT FUND II (UNLEVERAGED) LP,

    in its capacity as a Lender
	 	 	 
	 	By: MONROE CAPITAL
    PRIVATE CREDIT FUND II LLC,

    its general partner
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 


    22


     


    

 





	LENDER:	MONROE CAPITAL PRIVATE
    CREDIT FUND A LP,

    in its capacity as a Lender
	 	 	 
	 	By: MONROE CAPITAL
    PRIVATE CREDIT FUND A LLC,

    its general partner
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 


    23


     


    

 





	LENDER:	MONROE CAPITAL PRIVATE
    CREDIT FUND I LP,

    in its capacity as a Lender
	 	 	 
	 	By: MONROE CAPITAL
    PRIVATE CREDIT FUND I LLC,

    its general partner
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 


    24


     


    

 





	LENDER:	MONROE CAPITAL PRIVATE
    CREDIT FUND II LP,

    in its capacity as a Lender
	 	 	 
	 	By: MONROE CAPITAL
    PRIVATE CREDIT FUND II LLC,

    its general partner
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 



    25


     


    

 


	LENDER:	MONROE CAPITAL FUND SV S.A.R.L., ACTING
    IN RESPECT OF ITS FUND III (UNLEVERAGED) COMPARTMENT,

in its capacity as a Lender
	 	 	 	 
	 	By:	MONROE CAPITAL MANAGEMENT ADVISORS LLC,

as Investment Manager
	 	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 


    26


     


    

 





	LENDER:	MONROE CAPITAL PRIVATE CREDIT FUND III
    (LUX) FINANCING HOLDCO LP,

in its capacity as a Lender
	 	 	 	 
	 	By:	MONROE CAPITAL PRIVATE CREDIT FUND III (LUX) FINANCING HOLDCO GP LLC,

                                             its General Partner

	 	 	 	 
	 	By:	MONROE CAPITAL MANAGEMENT ADVISORS LLC,

                                             as Manager

	 	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 

Signature
page to Third Amendment

 



    27


     


    

 





	LENDER:	MONROE CAPITAL PRIVATE CREDIT FUND III
    (LUX) FINANCING SPV LP,

in its capacity as a Lender
	 	 	 	 
	 	By:	MONROE CAPITAL PRIVATE CREDIT FUND III
    (LUX) FINANCING SPV GP LLC,

its General Partner
	 	 	 	 
	 	By:	MONROE CAPITAL MANAGEMENT ADVISORS LLC,

                                             as Manager

	 	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 


Signature
page to Third Amendment


 






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	LENDER:	MONROE CAPITAL FUND SV S.A.R.L., ACTING
    IN RESPECT OF ITS MARSUPIAL COMPARTMENT
	 	 	 	 
	 	By:	MONROE CAPITAL MANAGEMENT ADVISORS LLC,

as Investment Manager
	 	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:	Jeffrey Cupples
	 	Title:	Managing Director


 


Signature
page to Third Amendment


 






    29


     


    

 





	LENDER:	MONROE CAPITAL MML CLO 2017-1, LTD.,
	 	 	 	 
	 	By:	MONROE CAPITAL MANAGEMENT LLC,

as Collateral
    Manager Attorney-in Fact
	 	 	 	 
	 	By:	/s/ Seth Friedman
	 	Name:	Seth Friedman


 


Signature
page to Third Amendment


 






    30


     


    

 





	LENDER:	MONROE CAPITAL MML CLO VI, LTD.
	 	 	 
	 	By:	 MONROE CAPITAL MANAGEMENT LLC,

as Asset Manager and Attorney-in-fact
	 	 	 	 
	 	By:	/s/ Seth Friedman
	 	Name:	Seth Friedman


 

 

Signature
page to Third Amendment

 



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	LENDER:	MONROE CAPITAL MML CLO VII, LTD.
	 	 	 	 
	 	By:	MONROE CAPITAL ASSET MANAGEMENT LLC,

as
    Collateral Manager and Attorney-in-fact
	 	 	 	 
	 	By:	/s/ Seth Friedman
	 	Name:	Seth Friedman


 

 

Signature
page to Third Amendment

 



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	LENDER:	MONROE CAPITAL MML CLO VIII, LTD.
	 	 	 
	 	By:	MONROE CAPITAL ASSET MANAGEMENT LLC,

as
    Servicer and Attorney-in-fact
	 	 	 	 
	 	By:	/s/ Seth Friedman
	 	Name:	Seth Friedman


 

 

Signature
page to Third Amendment

 



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Exhibit
A


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    A-1


     


    

 


Exhibit
B


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 







    B-1


     


    

 


Exhibit
C


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





    C-1