Exhibit 10.9.5


 


FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED
CREDIT AGREEMENT


 


This FIFTH AMENDMENT TO FIRST
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 26, 2021, is entered into by and among AGILETHOUGHT,
INC. (formerly known as AN GLOBAL INC), a Delaware corporation (“Ultimate Holdings”)
and AN EXTEND, S.A. DE C.V., a sociedad anónima de capital variable incorporated and existing under the laws of Mexico (“AN
Extend” and together with Ultimate Holdings, each a “Borrower” and
collectively, the “Borrowers”), AN GLOBAL LLC, a Delaware limited liability company (“Intermediate
Holdings” and together with Ultimate Holdings, the “Holdings Companies”), the other Loan Parties party
hereto, the financial institutions party hereto as lenders (together with their respective successors and assigns, the “Lenders”),
GLAS USA LLC, as Administrative Agent for the Lenders, and GLAS AMERICAS LLC, as the Collateral Agent for the Lenders.


 


recitals


 


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


 


WHEREAS, the Borrowers and
Holdings Companies now desire that the Administrative Agent, the Collateral Agent and the Lenders permit AgileThought Digital Solutions
S.A.P.I. de C.V. (f/k/a North American Software, S.A.P.I. de C.V.) to incur certain additional indebtedness and to agree to make certain
amendments to the Credit Agreement in connection therewith; and


 


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


 


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


 


AGREEMENT


 


Section 1 Amendments
to Credit Agreement. Subject to the effectiveness of this Amendment, including, without limitation, the satisfaction of the conditions
of effectiveness set forth in Section 3 below, on the Amendment No. 5 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 and restated to add the following new defined terms in appropriate alphabetical order:


 


"Amendment No. 5 Effective Date”
is defined in the Fifth Amendment.


 


“Exitus Borrower” shall
mean AgileThought Digital Solutions S.A.P.I. DE C.V. (f/k/a North American Software, S.A.P.I. de C.V.), formed under the laws of Mexico.


 


“Exitus Debt Noteholder”
shall mean Exitus Capital, S.A.P.I. DE C.V. SOFOM ENR.


 


“Exitus Debt Promissory Note”
shall mean that certain Promissory Note, dated as of and as in effect on July 26, 2021, by and between Exitus Borrower and the Exitus
Debt Noteholder, as amended, modified or supplemented from time to time solely with the consent of the Lenders, in their discretion.


 




     


     


    

 


“Fifth Amendment” shall
mean that certain Fifth Amendment to First Amended and Restated Credit Agreement dated as of July 26, 2021.


 


“Permitted Exitus Debt”
shall mean all indebtedness incurred under the Exitus Debt Promissory Note, in a maximum aggregate amount not to exceed U.S.$3,700,000
at any time.


 


“Permitted Exitus Debt Payments”
shall mean, solely as long as the Payment Conditions are met with respect thereto, the payment by the Exitus Borrower to the Exitus Debt
Noteholder of (a) regularly scheduled interest payments, as and when due and payable under the Exitus Debt Promissory Note, and (b) regularly
scheduled payments of principal of the Permitted Exitus Debt (for the avoidance of doubt, excluding any prepayments), as and when due
and payable under the Exitus Debt Promissory Note.


 


1.2 The
definition of “Fixed Charges” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“Fixed Charges” means,
for the Consolidated Group determined on a consolidated basis in accordance with GAAP for any Computation Period, the sum of, without
duplication, (a) cash Interest Expense thereof in such Computation Period, plus (b) scheduled principal payments of Debt thereof (including
(i) the loans under the Senior Credit Facility, (ii) the Loans to the extent any such payments thereof would constitute “Permitted
Second Lien Debt Payments” under the Senior Credit Facility, (iii) scheduled principal payments of, and any interest and fees actually
paid in such Computation Period with respect to, the Permitted Investor Debt and the Permitted Exitus Debt, and (iv) any Earn-out Obligations,
including, without limitation, all Permitted Earn-out Obligations (other than the Permitted Earn-out Obligations paid out of funds on
deposit in the Segregated Account), but excluding (x) the revolving loans under the Senior Credit Facility, and (y) scheduled payments
of principal required to paid pursuant to Section 6.4.2 thereof during the Modified Amortization Period (as such term is defined in the
Senior Credit Facility)) in such Computation Period, and (z) the Fifth Amendment Fee (as such term is defined in the Senior Credit Facility);
provided that, for the avoidance of doubt, any Permitted Earn-out Obligation shall be excluded from Fixed Charges to the extent that,
as of any date of determination, the Payment Conditions with respect to such Permitted Earn-Out Obligation are not satisfied as of such
date (after giving pro forma effect to such payment).


 


1.3 The
definition of “Payment Conditions” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as
follows:


 


“Payment Conditions”
means, with respect to any Permitted Investor Debt Payment, Permitted Exitus Debt Payment or Permitted Earn-out Payment, that (a) no Event
of Default has occurred and is continuing or would be caused by the making thereof, and (b) after giving pro forma effect to that
payment, (i) Liquidity exceeds U.S.$5,000,000 and (ii) as of the last day of the most recently ended Computation Period for which financial
statements have been delivered (or were required to be delivered) to Administrative Agent under and in accordance with Section 10.1.2,
the Consolidated Group shall be in pro forma compliance with the financial covenants set forth in Section 11.12 for the
most recently concluded Computation Period.


 




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1.4 The
definition of “Total Leverage Ratio” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as
follows:


 


“Total Leverage Ratio”
means, for the Consolidated Group determined on a consolidated basis in accordance with GAAP as of the last day of any Computation Period,
the ratio of (a) Total Debt (excluding any of the Permitted Investor Debt, Permitted Exitus Debt, Permitted Earn-out Obligations
and the Fifth Amendment Fee (as defined in the Senior Credit Facility)) thereof as of such day, to (b) EBITDA thereof for
the Computation Period ending on such day.


 


1.5 Clause
(e) in Section 11.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(i) Permitted Earn-out Obligations, (ii)
the Permitted Investor Debt and Permitted Exitus Debt, and (iii) Subordinated Debt (other than, for avoidance of doubt, any Permitted
Earn-out Obligations) incurred after the Closing Date in an aggregate outstanding amount for all Loan Parties and their Subsidiaries not
to exceed (together with the aggregate outstanding amount under the Permitted Investor Debt and Permitted Exitus Debt) U.S.$11,700,000
at any time, so long as such Subordinated Debt is subject to a Subordination Agreement;


 


1.6 Clause
(vi) of Section 11.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(vi)(x) any Loan Party may make the Permitted
Investor Debt Payments and the Exitus Borrower may make the Permitted Exitus Debt Payments, and (y) any Loan Party may make payments with
respect to Subordinated Debt to the extent expressly permitted under the applicable Subordination Agreement.


 


Section 2 Definitions.
 All capitalized term used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement as
amended hereby.


 


Section 3 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. 5 Effective Date”):


 


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


 


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


 


3.3 The
Administrative Agent and the Lenders shall have received evidence of payment by the Borrowers of all accrued and unpaid fees, costs and
expenses incurred prior to or on the Amendment No. 5 Effective Date, including all Attorney Costs of the Administrative Agent and the
Lenders incurred prior to or on the Amendment No. 5 Effective Date; and


 


3.4 All
representations and warranties set forth in Section 4 hereof are true and correct.


 




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Section 4 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:


 


4.1 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;


 


4.2 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);


 


4.3 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


 


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


 


Section 5 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 5. This Amendment shall not constitute a course of dealing with
the Administrative Agent, the Collateral Agent or the Lenders at variance with the Credit Agreement or the other Loan Documents such as
to require further notice by the Administrative Agent, the Collateral Agent or the Lenders to require strict compliance with the terms
of the Credit Agreement and the other Loan Documents in the future.


 




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Section 6 Miscellaneous.


 


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


 


6.2 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.


 


6.3 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.


 


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


 


6.5 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.


 




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6.6 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.


 


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


 


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


 


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


 


[Signatures Immediately Follow]


 




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


 


	 	AGILETHOUGHT, INC,
	 	as Borrower
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President
	 	 	 
	 	AN EXTEND, S.A. de C.V.,
	 	as Borrower
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By: 	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	AN GLOBAL LLC,
	 	as Loan Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President
	 	 	 
	 	4th SOURCE LLC, as 
	 	Loan Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President
	 	 	 
	 	IT GLOBAL HOLDING, LLC, as 
	 	Loan Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President



 


Signature page to Fifth Amendment


 




     


     


    

 





	 	QMX INVESTMENT HOLDINGS USA, as 

Loan Party
	 	 	 
	 	By: 	/s/ Jorge Pliego Seguin
	 	Name:	Jorge Pliego Seguin
	 	Title:	Treasurer
	 	 	 
	 	AGILETHOUGHT DIGITAL SOLUTIONS

    S.A.P.I. DE C.V., as Loan Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	4TH SOURCE HOLDING CORP., as Loan 

    Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	FACULTAS ANALYTICS, S.A.P.I. DE C.V., 

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

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


 


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	 	CUARTO ORIGEN, S. DE R.L. DE C.V., as 

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

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

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

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


 


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	 	AGS ALPAMA GLOBAL SERVICES USA,

 LLC., as Loan Party
	 	 	 
	 	By: QMX Investment Holdings USA, Inc., its 

sole member
	 	 	 
	 	By: 	/s/ Jorge Pliego Seguin
	 	Name:	Jorge Pliego Seguin
	 	Title:	Treasurer
	 	 	 
	 	AN UX, S.A de C.V., as Loan Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By: 	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	AN EVOLUTION, S.A. DE C.V., as Loan 

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

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


 


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	 	ANZEN SOLUCIONES, S.A. DE C.V., as 

Loan Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	AN USA, as Loan Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President
	 	 	 
	 	AGILETHOUGHT SERVICIOS MÉXICO, 

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

 ADMINISTRATIVOS, S.A. DE C.V., as Loan

 Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By: 	/s/ Mauricio Garduño González Elizondo
	 	Name:	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact
	 	 	 
	 	AGILETHOUGHT, LLC, as Loan Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Global Chief Executive Officer
	 	 	 
	 	INVERTIS, S.A. DE C.V., as Loan Party
	 	 	 
	 	By: 	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Sole Director


 


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	 	GLAS USA LLC, as Administrative Agent
	 	 	 
	 	By:	/s/ Lisha John
	 	Name:	LISHA JOHN
	 	Title:	VICE PRESIDENT
	 	 	 
	 	GLAS AMERICAS LLC, as Collateral 

Agent
	 	 	 
	 	By:	/s/ Lisha John
	 	Name:	LISHA JOHN
	 	Title:	VICE PRESIDENT


 


Signature page to Fifth Amendment


 




     


     


    

 


	 	BANCO NACIONAL DE MÉXICO S.A.,

 INTEGRANTE DEL GRUPO FINANCIERO

 BANAMEX, DIVISIÓN FIDUCIARIA, 

COMO FIDUCIARIO DEL FIDEICOMISO

 IRREVOCABLE F/17937-8, as Tranche A 

Lender and Tranche A-2 Lender
	 	 	 
	 	By: 	/s/ Andrés Borrego
	 	Name: 	Andrés Borrego
	 	Title:	Attorney in fact
	 	 	 
	 	By: 	/s/ Manuel Ramos
	 	Name: 	Manuel Ramos
	 	Title:	Attorney in fact


 


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	 	NEXXUS CAPITAL PRIVATE EQUITY

 FUND VI, L.P., as Tranche B Lender and 

Tranche B-2 Lender
	 	 	 
	 	By: 	/s/ Arturo José Saval Pérez
	 	Name: 	Arturo José Saval Pérez
	 	Title:	Attorney-in-fact
	 	 	 
	 	By: 	/s/ Alejandro Gorozpe Bárbara
	 	Name: 	Alejandro Gorozpe Bárbara
	 	Title:	Attorney-in-fact
	 	 	 
	 	BANCO NACIONAL DE MÉXICO, S.A.,

 MEMBER OF GRUPO FINANCIERO

 BANAMEX, DIVISION FIDUCIARIA,

 IN ITS CAPACITY AS TRUSTEE OF 

THE TRUST “NEXXUS CAPITAL VI” 

AND IDENTIFIED WITH NUMBER 

NO. F/173183, as Tranche B Lender and 

Tranche B-2 Lender
	 	 	 
	 	By: 	/s/ Arturo José Saval Pérez
	 	Name: 	Arturo José Saval Pérez
	 	Title:	Attorney-in-fact
	 	 	 
	 	By: 	/s/ Alejandro Gorozpe Bárbara
	 	Name: 	Alejandro Gorozpe Bárbara
	 	Title:	Attorney-in-fact


 


Signature page to Fifth Amendment