Exhibit 10.18


 


SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Second
Amended and Restated Employment Agreement (the “Agreement”) is entered into effective as of July
13, 2021 (the “Effective Date”), by and between Manuel Senderos Fernández (“Executive”)
and AgileThought, LLC (the “Company”).


 


This Agreement replaces, amends
and restates in its entirety that certain Amended and Restated Employment Agreement between the Executive and the Company entered into
effective as of August 4, 2020, and any other agreement between the Executive or any entity wholly-owned by the Executive and the Company
or any of the Company’s affiliates to the extent such other agreement relates to services provided by the Executive or any such
entity wholly-owned by the Executive to the Company or a Company affiliate.


 


Executive has served as Chairman
and Chief Executive Officer of AgileThought, Inc., indirect owner of the Company;


 


The Company desires Executive
to continue to serve as Chairman and Chief Executive Officer of AgileThought, Inc. and, in connection therewith, to compensate Executive
for Executive’s personal services to the Company and AgileThought, Inc.; and


 


Executive wishes to continue
to provide personal services to the Company and AgileThought, Inc. in return for certain compensation.


 


Accordingly, in consideration
of the mutual promises and covenants contained herein, the parties agree to the following:


 


1. Employment
by the Company.


 


1.1 At-Will
Employment. Executive shall be employed by the Company on an “at-will” basis, meaning either the Company or Executive
may terminate Executive’s employment at any time, with or without Cause (as defined in Section 6.2(g) below), Good Reason (as defined
in Section 6.2(f) below), or advance notice. Any contrary representations that may have been made to Executive shall be superseded by
this Agreement. This Agreement shall constitute the full and complete agreement between Executive and the Company on the “at-will”
nature of Executive’s employment with the Company, which may be changed only in an express written agreement signed by Executive
and a duly authorized officer of the Company. Executive’s rights to any salary or cash bonus following a termination shall be only
as set forth in Section 6 or under any applicable benefit or equity plan.


 


1.2 Position.
Subject to the terms set forth herein, the Company agrees to employ Executive and Executive hereby accepts such employment as Chairman
and Chief Executive Officer. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick
leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to
discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently
such responsibilities.


 






     


     


    

 


1.3 Duties.
Executive will report to the Company’s Board of Directors (the “Board”) and will render such business
and professional services in the performance of Executive’s duties, consistent with Executive’s position as Chairman and Chief
Executive Officer, as shall reasonably be assigned to him by the Board. Executive shall perform Executive’s duties under this Agreement
from such location(s) as may be assigned by the Company and shall make such business trips to such places as may be reasonably necessary
or advisable for the efficient operations of the Company. Notwithstanding the foregoing, the Company shall not require the Executive to
perform any duties in or make any business trips to the United States until the Executive has been granted an appropriate visa from the
United States government to perform work in the United States.


 


1.4 Company
Policies and Benefits. The employment relationship between the parties shall be subject to the Company’s written personnel
policies and procedures as they may be adopted, revised, or deleted from time to time in the Company’s sole discretion. Executive
shall be expected to comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and
other governmental and regulatory bodies having jurisdiction over the Company and of the professional bodies of which the Company is a
member. During Executive’s employment with the Company, Executive shall be required to maintain in good standing any licenses and
certifications necessary for the performance of Executive’s duties for the Company.  Executive shall be eligible to participate
on the same basis as similarly-situated employees in the Company’s benefit plans in effect from time to time during Executive’s
employment. Subject to the preceding sentence, the Company reserves the right to change, alter, or terminate any benefit plan in its sole
discretion. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions
of such plan. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company’s
general employment policies or practices, this Agreement shall control. The parties acknowledge that as of the Effective Date of this
Agreement, the Company’s current vacation policy provides that any accrued but unused vacation will not be paid out upon termination
of Executive’s employment unless otherwise required by applicable law.


 


2.
Compensation.


 


2.1 Salary.
Executive shall receive an annualized base salary of $450,000, subject to further review and adjustment from time to time by the Company
in its sole discretion, payable subject to withholding requirements under applicable federal and state laws in accordance with the Company’s
payroll practices (the “Base Salary”).


 


2.2 Bonus.


 


(a) During
Employment. Executive shall be eligible to earn a quarterly performance bonus with respect to each calendar quarter (each, a “Quarterly
Bonus”) based upon such Quarterly Bonus target amounts and performance objectives as may be set forth annually in a schedule
(each, a “Quarterly Bonus Schedule”) to be pre-determined by the Company and provided to Executive. Attached
hereto as Exhibit A is the applicable Quarterly Bonus Schedule for the last three quarters of calendar year 2021. The Quarterly
Bonuses will be awarded based upon the assessment by Board of the Company’s attainment of the targeted goals set forth by the Company
in the applicable Quarterly Bonus Schedule, as determined by the Board in its reasonable good faith discretion.  The Quarterly Bonuses,
if any, will be subject to applicable payroll deductions and withholdings.  Following the close of each quarter of each calendar
year, the Board (or any authorized committee thereof) will determine whether Executive has earned such quarter’s applicable Quarterly
Bonus and the amount of any Quarterly Bonus, on the bases described above and as set forth on the applicable Bonus Schedule. No amount
of any Quarterly Bonus is guaranteed at any time, and, except as otherwise stated in Sections 6.2(a)(iii) or 6.3(a)(iii), Executive must
be an employee in good standing through the date a respective Quarterly Bonus is paid to be eligible to receive such Quarterly Bonus. 
Subject to Sections 6.2 and 6.3 related to payments upon certain terminations of employment, any Quarterly Bonus, if earned, will be paid
at the same time quarterly bonuses are generally paid to other similarly-situated employees of the Company.  Executive’s eligibility
for a Quarterly Bonus is subject to change in the discretion of the Board (or any authorized committee thereof).


 


(b) Upon
Termination. Subject to the provisions of Section 6, in the event Executive leaves the employ of the Company for any reason prior
to the date a Quarterly Bonus is paid, Executive is not eligible to earn such Quarterly Bonus, prorated or otherwise.


 






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2.3 Equity
Awards. Executive is eligible to be considered for equity awards as may be determined by the Parent Board or a committee of the
Parent Board in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time
to time.


 


2.4 Expense
Reimbursement. The Company will issue to Executive a Company credit card for business expenses and shall reimburse Executive for
reasonable out-of-pocket business expenses in accordance with the Company’s standard expense reimbursement policy; provided that
such reimbursements, to the extent taxable under applicable law, will be subject to applicable deductions and withholdings. For the avoidance
of doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later than December 31 of
the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount
eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation
or exchange for another benefit.


 


3. Confidential
Information, Inventions, Non-Solicitation and Non-Competition Obligations. In connection with Executive’s employment
with the Company, Executive will receive and have access to the Company’s confidential information and trade secrets. Accordingly,
and in consideration of the benefits that Executive is eligible to receive under this Agreement, Executive agrees to abide by the Company’s
Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Confidential Information
Agreement”), attached as Exhibit B and signed by the Executive on September 15, 2020, which contains restrictive
covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade secrets, among other
obligations. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination
or expiration of this Agreement.


 


4. Outside
Activities. Except with the prior written consent of the Board, Executive will not, while employed by the Company, undertake
or engage in any other employment, occupation, or business enterprise that would interfere with Executive’s responsibilities and
the performance of Executive’s duties hereunder except for (i) reasonable time devoted to volunteer services for or on behalf of
such religious, educational, non-profit, and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted
to activities in the non-profit and business communities consistent with Executive’s position with the Company, (iii) reasonable
time serving as trustee, director, or advisor to any family companies or trusts, or (iv) with prior written notice to the Board, reasonable
time devoted to service as a member of the board of directors (or its equivalent in the case of a non-corporate entity) of a non-competing
business; so long as the activities set forth in clauses (i), (ii), (iii), and (iv) do not interfere, individually or in the aggregate,
with the performance of Executive’s duties for the Company, are not competitive with the business of the Company, will not otherwise
result in Executive’s breach of the Confidential Information Agreement, or create a business or fiduciary conflict. This restriction
shall not, however, preclude Executive from (x) owning less than one percent (1%) of the total outstanding shares of a publicly traded
company, (y) managing Executive’s passive personal investments, or (z) employment or service in any capacity with Affiliates of
the Company. As used in this Agreement, “Affiliates” means, at the time of determination, any “parent”
or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act of 1933, as amended. The Board
will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined
within the foregoing definition.


 






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5. No
Conflict with Existing Obligations. Executive represents that Executive’s performance of all the terms of this Agreement
and service as an employee of the Company do not and will not breach any agreement or obligation of any kind made prior to Executive’s
employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive
has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation,
either written or oral, in conflict herewith or with Executive’s duties to the Company.


 


6. Termination
Of Employment. The parties acknowledge that Executive’s employment relationship with the Company shall be at-will.
Either Executive or the Company may terminate the employment relationship at any time, with or without Cause (as defined below) or advance
notice. The provisions in this Section govern the amount of compensation, if any, to be provided to Executive upon termination of employment
and do not alter this at-will status.


 


6.1 Termination
by Virtue of Death or Disability of Executive.


 


(a) In
the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s
employment shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies and applicable
law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(e) below) due to Executive.


 


(b) Subject
to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, to terminate this
Agreement based on Executive’s Disability (as defined below). Termination by the Company of Executive’s employment based on
“Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform
the essential functions of Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during
any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition
for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and
Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability,
Executive will be entitled to the Accrued Obligations due to Executive.


 


6.2 Termination
by the Company or Resignation by Executive.


 


(a) The
Company shall have the right to terminate Executive’s employment pursuant to this Section 6.2 at any time (subject to any applicable
cure period stated in Section 6.2(f)) with or without Cause or advance notice, by giving notice as described in Section 7.1 of this Agreement.
Likewise, Executive can resign from employment with or without Good Reason, by giving notice as described in Section 7.1 of this Agreement.
Executive hereby agrees to comply with the additional notice requirements set forth in Section 6.2(f) below for any resignation for Good
Reason. If Executive is terminated by the Company (with or without Cause) or resigns from employment with the Company (with or without
Good Reason), then Executive shall be entitled to the Accrued Obligations (as defined below). In addition, if Executive is terminated
without Cause or resigns for Good Reason, and provided that such termination constitutes a “separation from service” (as defined
under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from
Service”), and further provided that Executive executes and allows to become effective a separation agreement that includes,
among other terms, a general release of claims in favor of the Company and its Affiliates and representatives, in the form presented by
the Company (the “Separation Agreement”), and subject to Section 6.2(b) (the date that the general release of
claims in the Separation Agreement becomes effective and may no longer be revoked by Executive is referred to as the “Release
Date”), then Executive shall be eligible to receive the following severance benefits (collectively the “Non-CIC
Severance Benefits”):


 






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(i) An
amount equal to twelve (12) months of Executive’s then current Base Salary, less applicable payroll deductions and withholdings,
paid in installments on the Company’s regular payroll dates;


 


(ii) Provided
Executive or Executive’s covered dependents, as the case may be, timely elect continued coverage under COBRA under the Company’s
group health plans following such termination, the portion of the COBRA premiums which is equal to the cost of the coverage that the Company
was paying as of the date of termination, to continue Executive’s (and Executive’s covered dependents’, as applicable)
health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination
date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment
or self-employment; or (3) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination
(such period from the termination date through the earlier of (1)-(3), (the “COBRA Payment Period”)). Notwithstanding
the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a
violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010
Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive
on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such
month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive
of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the
Company; and


 


(iii) Executive
shall be eligible to receive a lump sum cash payment in an amount equal to the sum of the Quarterly Bonus amounts for each quarter in
the calendar year in which Executive’s termination occurs, paid at target level (as set forth in the applicable Quarterly Bonus
Schedule provided to Executive by the Company for such year), with the amount of the Quarterly Bonus applicable to the calendar quarter
in which Executive ceases employment prorated to reflect the portion of the calendar quarter in which Executive remained employed by the
Company; provided, however, that such lump sum payment shall be reduced by any Quarterly Bonus amounts already earned and paid to Executive
for the calendar year in which Executive’s termination occurs. This lump sum, subject to applicable payroll deductions and withholdings,
shall be paid on the next date on which Quarterly Bonuses are scheduled to be paid (subject to Section 6.2(c)), which in no event will
be later than March 15 of the calendar year following the year in which the termination date occurs.


 


(b) Executive
shall not receive the Non-CIC Severance Benefits pursuant to Section 6.2(a) unless Executive executes the Separation Agreement within
the consideration period specified therein, which shall in no event be more than forty-five (45) days, and until the Separation Agreement
becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive benefits pursuant to
Section 6.2(a) is further conditioned upon Executive: (i) returning all Company property; (ii) complying with Executive’s post-termination
obligations under this Agreement and the Confidential Information Agreement; (iii) complying with the Separation Agreement, including
without limitation any non-disparagement and confidentiality provisions contained therein; and (iv) resignation from any other positions
Executive holds with the Company, effective no later than Executive’s date of termination (or such other date as requested by the
Board).


 


(c) The
Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.2(a) prior to the
60th day following Executive’s date of termination. On the first payroll date after the 60th day following Executive’s date
of termination, and provided that Executive has delivered an effective Separation Agreement, the Company will (i) make the first payment
to Executive under Section 6.2(a)(i) and, in a lump sum, an amount equal to the aggregate amount of payments that the Company would
have paid Executive through such date had the payments commenced on Executive’s date of termination through such 60th day, with
the balance of the payments paid thereafter on the schedule described above, and (ii) make the lump sum payment specified in Section 6.2(a)(iii)
that has not yet been made due to this Section 6.2(c), in the cases of (i) and (ii) subject to any delay in payment required by Section
6.6.


 






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(d) Subject
to any delay in payment required by Section 6.6


 


(e) For
purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through
the date of termination and, if required by applicable law and the Company’s applicable policy as of the time of termination, any
accrued but unused vacation through the date of termination (both of which, for purpose of clarity, shall be paid in cash), (ii) any unreimbursed
business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii)
benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant
in accordance with applicable law and the provisions of such plan.


 


(f) For
purposes of this Agreement, “Good Reason” means any of the following actions taken by the Company without Executive’s
express prior written consent: (i) a material reduction by the Company of Executive’s Base Salary (other than in a broad based reduction
similarly affecting all other members of the Company’s executive management); (ii) a material breach by the Company of this
Agreement or any other material written agreement between Executive and the Company concerning the terms and conditions of Executive’s
employment; (iii) the relocation of Executive’s principal place of employment, without Executive’s consent, to a
place that increases Executive’s one-way commute by more than fifty (50) miles as compared to Executive’s then-current principal
place of employment immediately prior to such relocation; or (iv) a material reduction in Executive’s duties, authority,
or responsibilities for the Company relative to Executive’s duties, authority, or responsibilities in effect immediately prior to
such reduction; provided, however, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition
if: (1) Executive gives the Company written notice of Executive’s intent to terminate for Good Reason within thirty (30) days following
Executive’s learning of the occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall
describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written
notice (the “Cure Period”); and (3) Executive voluntarily terminates Executive’s employment within
thirty (30) days following the end of the Cure Period. For the avoidance of doubt, any change in Executive’s title or the entity
structure of the Company, in each case, without a corresponding material reduction in Executive’s duties, authority, or responsibilities,
in accordance with clause (iv) above, shall not constitute Good Reason.


 


(g) For
purposes of this Agreement, “Cause” for termination shall mean that the Company has determined in its sole discretion
that Executive has engaged in any of the following: (i) a material breach of any covenant or condition under this Agreement or any other
agreement between the parties; (ii) any act constituting dishonesty, fraud, immoral or disreputable conduct which is reasonably likely
to cause harm (including reputational harm) to the Company; (iii) any conduct which constitutes a felony under applicable law; (iv)
material violation of any Company policy, after the expiration of ten (10) days without cure after written notice of such violation to
the extent such violation is curable; (v) refusal to follow or implement a clear, lawful and reasonable directive of Company after the
expiration of ten (10) days without cure after written notice of such failure to the extent such failure is curable; (vi) gross negligence
or incompetence in the performance of Executive’s duties after the expiration of ten (10) days without cure after written notice
of such failure; or (vii) breach of fiduciary duty.


 


(h) The
benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits to which Executive may
otherwise be entitled under any Company severance plan, policy, or program.


 


(i) Any
damages caused by the termination of Executive’s employment without Cause or for Good Reason would be difficult to ascertain; therefore,
the Non-CIC Severance Benefits for which Executive is eligible pursuant to Section 6.2(a) above in exchange for the Separation Agreement
is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.


 


(j) If
the Company terminates Executive’s employment for Cause, or Executive resigns from employment with the Company without Good Reason,
regardless of whether or not such termination is in connection with a Change in Control (as defined in the Plan), then Executive shall
be entitled to the Accrued Obligations, but Executive will not receive the Non-CIC Severance Benefits, the CIC Severance Benefits, or
any other severance compensation or benefit.


 






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6.3 Resignation
by Executive for Good Reason or Termination by the Company without Cause (in connection with a Change in Control).


 


(a) In
the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason within twelve (12)
months following the effective date of a Change in Control (“Change in Control Termination Date”), then Executive
shall be entitled to the Accrued Obligations and, subject to Executive’s compliance with Section 6.2(b) above, Executive shall be
eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”), subject to the terms
and conditions set forth in Section 6.3(b):


 


(i) An
amount equal to twelve (12) months of Executive’s then current Base Salary, less applicable payroll deductions and withholdings,
paid in installments on the Company’s regular payroll dates;


 


(ii) Provided
Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA under the Company’s
group health plans following such termination, the portion of the COBRA premiums which is equal to the cost of the coverage that the Company
was paying as of the date of termination, to continue Executive’s (and Executive’s covered dependents, as applicable) health
insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date;
(2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment
or self-employment; or (3) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination
(such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”). Notwithstanding
the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a
violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010
Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive
on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such
month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive
Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment
by the Company;


 


(iii) Executive
shall be eligible to receive a lump sum cash payment in an amount equal to the sum of the Quarterly Bonus amounts for each quarter in
the calendar year in which Executive’s termination occurs, paid at target level, as set forth in the applicable Quarterly Bonus
Schedule provided to Executive by the Company for such year. This lump sum, subject to applicable payroll deductions and withholdings,
shall be paid on the next date on which Quarterly Bonuses are scheduled to be paid (subject to Section 6.3(b)), which in no event will
be later than March 15 of the calendar year following the year in which the termination date occurs; and


 


(iv) Effective
as of Executive’s Change in Control Termination Date, the vesting and exercisability of all outstanding equity awards held by Executive
immediately prior to the Change in Control Termination Date, including the RSU, shall be accelerated in full. Such
awards shall remain outstanding following Executive’s Change in Control Termination Date if and to the extent necessary to give
effect to this Section 6.3(a)(iv) subject to earlier termination under the terms of the equity incentive plan under which such awards
were granted and the original maximum term of the award (without regard to Executive’s termination).


 


(b) The
Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.3(a) prior to the
60th day following Executive’s date of termination. On the first payroll date after the 60th day following Executive’s date
of termination, and provided that Executive has delivered an effective Separation Agreement, the Company will (i) make the first
payment to Executive under Section 6.3(a)(i) and, in a lump sum, an amount equal to the aggregate amount of payments that the Company
would have paid Executive through such date had the payments commenced on Executive’s date of termination through such 60th day,
with the balance of the payments paid thereafter on the schedule described above; and (ii) make the lump sum payment specified in Section
6.3(a)(iii) that has not yet been made due to this Section 6.3(b), in the cases of (i) and (ii) subject to any delay in payment required
by Section 6.6.


 


(c) The
benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may
otherwise be entitled under any Company severance plan, policy, or program.


 


(d) Any
damages caused by the termination of Executive’s employment without Cause or for Good Reason in connection with a Change in Control
would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above
in exchange for the Separation Agreement is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.


 






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6.4 Cooperation
With the Company After Termination of Employment. Following termination of Executive’s employment for any reason, Executive
shall reasonably cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but
not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other executives
as may be designated by the Company; provided, that the Company agrees that the Company (a) shall make reasonable efforts to minimize
disruption of Executive’s other activities, and (b) shall reimburse Executive for all reasonable expenses incurred in connection
with such cooperation.


 


6.5 Effect
of Termination. Executive agrees that should Executive’s employment be terminated for any reason, Executive shall be deemed
to have resigned from any and all positions with the Company, including, but not limited to, a position on the Board and all positions
with any and all subsidiaries and Affiliates of the Company.


 


6.6 Application
of Section 409A.


 


(a) It
is intended that all of the compensation payable under this Agreement, to the greatest extent possible, either complies with the requirements
of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section
409A”) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed
in a manner consistent with such intention, incorporating by reference all required definitions and payment terms.


 


(b) No
severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from
Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)),
Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated
as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered
a separate and distinct payment.


 


(c) To
the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application
of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign
the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company
determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A
and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code
at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse
personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the
date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the
Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have
received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence
paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and 6.3. No
interest shall be due on any amounts deferred pursuant to this Section 6.6(c).


 


(d) To
the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this
Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the
amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts
reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this
Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such
payment.


 






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6.7 Excise
Tax Adjustment.


 


(a) If
any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would
(i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section,
be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment
provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced
Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after
reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever
amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state, and local
employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s
receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject
to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant
to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that
results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit,
the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).


 


(b) Notwithstanding
any provision of this Section 6.7 to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion
of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A,
then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of
taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible,
the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent
on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent
on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section
409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.


 


(c) Unless
Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general
tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoing calculations.
If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity, or group effecting the
Change in Control transaction, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required
by this Section 6.7. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to
be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations
hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15)
calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that
time by Executive or the Company) or such other time as requested by Executive or the Company.


 


(d) If
Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 6.7(a) and the Internal Revenue
Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly return to the
Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 6.7(a)) so that no portion of the remaining
Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section
6.7(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.


 






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7. General
Provisions.


 


7.1 Notices.
Any notices required hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by electronic mail or confirmed facsimile if sent during normal business hours of the recipient, and if not, then
on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification
of receipt. All communications shall be sent to the Company at its primary office location and to Executive at Executive’s address
as listed on the Company payroll or (if notice is given prior to Executive’s termination of employment) to Executive’s Company-issued
email address, or at such other address as the Company or Executive may designate by ten (10) days’ advance written notice to the
other.


 


7.2 Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule
in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but
this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions
had never been contained herein.


 


7.3 Waiver.
If either party should waive any breach of any provisions of this Agreement, Executive or the Company shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of this Agreement.


 


7.4 Complete
Agreement. This Agreement (including Exhibits A and B), and any other separate agreement relating to equity awards constitute
the entire agreement between Executive and the Company with regard to the subject matter hereof and supersede any prior oral discussions
or written communications and agreements, including any agreement between the Executive or any entity wholly-owned by the Executive and
the Company or any of the Company’s affiliates to the extent such other agreement relates to services provided by the Executive
or any such entity wholly-owned by the Executive to the Company or such Company affiliate. This Agreement is entered into without reliance
on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in writing signed
by Executive and an authorized officer of the Company.


 


7.5 Counterparts.
This Agreement may be executed by electronic transmission and in separate counterparts, any one of which need not contain signatures of
more than one party, but all of which taken together will constitute one and the same Agreement.


 


7.6 Headings.
The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect
the meaning thereof.


 






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7.7 Successors
and Assigns. The Company shall assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any
company or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or
substantially all of its assets, if in any such case said company or other entity shall by operation of law or expressly in writing assume
all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this
Agreement or its rights and obligations hereunder. Executive may not assign or transfer this Agreement or any rights or obligations hereunder,
other than to Executive’s estate upon Executive’s death.


 


7.8 Choice
of Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws
of the State of Delaware.


 


7.9 Resolution
of Disputes. The parties recognize that litigation in federal or state courts or before federal or state administrative agencies
of disputes arising out of the Executive’s employment with the Company or out of this Agreement, or the Executive’s termination
of employment or termination of this Agreement, may not be in the best interests of either the Executive or the Company, and may result
in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or
relating to the negotiation, execution, performance or termination of this Agreement or the Executive’s employment, including, but
not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the
Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement Income Security Act, and any similar federal,
state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, shall be
settled by binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration
Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties
that do not themselves specify arbitration as an exclusive remedy. The location for the arbitration shall be the Tampa Bay, Florida area.
Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered
by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators’ fees and expenses and all administrative
fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at the Executive’s
option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate
under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between
Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with
its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise
expressly provided in this Agreement. By election arbitration as the means for final settlement of all claims, the parties hereby waive
their respective rights to, and agree not to, sue each other in any action in a Federal, State or local court with respect to such claims,
but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their
respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.


 


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In Witness
Whereof, the parties have executed this Employment Agreement on the day and year written below, effective as of the Effective
Date.


 


	 	AgileThought, LLC
	 	 	 
	 	By: 	/s/ Diana Abril
	 		Name:  	Diana Abril
	 		Title: 	Chief Legal Officer



 


	 	Signature
    Date:	7/13/2021



 


	 	Executive:
	 	 
	 	/s/
Manuel Senderos Fernández
	 	Manuel Senderos Fernández



 


	 	Signature
    Date:	7/13/2021


 


 






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