Exhibit 10.8.6


 


Execution
Version


 


SIXTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 26, 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 Guarantors (as defined in the Credit Agreement defined below) listed on the
signature pages hereto, 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 by that certain Waiver and First Amendment, dated as of January 30, 2020, that
certain Waiver and Second Amendment, dated as of May 14, 2020, that certain Waiver and Third Amendment, dated as of February 2, 2021,
that certain Fourth Amendment, dated as of April 30, 2021 and that certain Fifth Amendment, dated as of June 24, 2021 (as further 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 and the Lenders (1) permit AgileThought Digital Solutions
S.A.P.I. de C.V. (f/k/a North American Software, S.A.P.I. de C.V.) (a Guarantor) to incur certain indebtedness and (2) agree to make
certain amendments to the Credit Agreement in connection therewith; 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. 6 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. 6 Effective Date” is defined in the Sixth 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 the Amendment No. 6 Effective
Date, 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 Administrative Agent, in its discretion.


 


“Permitted
Exitus Debt” shall mean all indebtedness incurred under the Exitus Debt Promissory Note, in a maximum aggregate amount not
to exceed $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.


 


“Permitted
Exitus Debt Subordination Agreement” shall mean that certain Subordination Agreement by and between the Administrative Agent
and the Exitus Debt Noteholder, as in effect on the date hereof or as amended, modified, supplemented or restated in accordance therewith.


 


“Sixth
Amendment” means that certain Sixth Amendment to Amended and Restated Credit Agreement dated as of July 26, 2021.


 


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, (ii) the Second Lien Debt to the extent any such payments thereof would constitute Permitted
Second Lien Debt Payments, (iii) scheduled principal payments of, and any interest and fees actually paid in such Computation Period
with respect to, the Permitted Investor Debt and 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, (y) scheduled payments of principal required to paid pursuant to Section 6.4.2 hereof during the
Modified Amortization Period in such Computation Period and (z) the Fifth Amendment Fee; 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).


 






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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 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 $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.


 


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


 


“Subordinated
Debt” means, collectively, any Debt of Loan Parties and their Subsidiaries which is (i) in the case of the Permitted Exitus
Debt only, unsecured or secured by the Apartment located at Calle Lorenzo de la Hidalga No. 40 Torre A-12, Colonia Tlaxala of the real
estate development called Bosques de Santa Fe, Alcaldía Cuajimalpa de Morelos, Mexico City and (ii) subject to a Subordination
Agreement, including, without limitation, the Permitted Investor Debt and Permitted Exitus Debt.


 


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


 


“Subordination
Agreement” means, collectively, (a) the Permitted Investor Debt Subordination Agreement, (b) the Permitted Exitus Debt Subordination
Agreement, (c) the subordination terms and covenants set forth in the Master Intercompany Note, and (d) any other subordination agreement
or terms and covenants set forth in documents evidencing Subordinated Debt that are executed by a holder of Subordinated Debt in favor
of Administrative Agent and the Lenders from time to time on or after the Closing Date, in the cases of clauses (a) , (b),
(c) and (d) in form and substance and on terms and conditions satisfactory to Administrative Agent in its discretion


 


1.6 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) thereof as of such day, to (b) EBITDA thereof for the Computation
Period ending on such day.


 







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


 


1.8 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 Second Lien Debt Payments, Ultimate Holdings may make the Permitted Investor Debt Payments
and the Exitus Borrower may make the Permitted Exitus Debt Payments, (y) any Loan Party may, with respect to Subordinated Debt other
than the Second Lien Debt, the Permitted Investor Debt and the Permitted Exitus Debt, make payments thereof to the extent expressly permitted
under the applicable Subordination Agreement, and (z) the issuance of Second Lien Equity Interests and the issuance of common shares
of Ultimate Holdings upon the exercise thereof.


 


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.
6 Effective Date”):


 


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


 


3.2 Administrative
Agent shall have received (a) a fully executed copy of the Fifth 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 and
(b) a fully executed copy of the Permitted Exitus Debt Subordination Agreement;


 


3.3 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. 6 Effective Date, including all Attorney Costs of the Administrative Agent incurred prior to or on the Amendment
No. 6 Effective Date; and


 


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


 


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);


 




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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, in each case, as amended prior to the date hereof and as amended
hereby, each of which shall remain in full force and effect according to their respective terms. 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 prior to the date hereof and 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, as amended prior to the date hereof and as amended hereby, 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 6. 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.


 




    5


     


    

 


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 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.


 


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.


 


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 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).


 


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 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.


 


[Signatures
Immediately Follow]


 




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


 


	LOAN PARTIES:	IT GLOBAL HOLDING LLC, a Delaware limited liability company, as a Borrower and a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos
	 	Name:   	Manuel Senderos Fernández
	 	Title:	President
	 	 	 
	 	4TH SOURCE LLC, a Delaware limited liability company, as a Borrower and a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos
	 	Name:   	Manuel Senderos Fernández
	 	Title:	President


 


	 	AGILETHOUGHT LLC, a Florida limited liability company, as a Borrower
	 	 	 
	 	By:	/s/ Manuel Senderos
	 	Name:   	 Manuel Senderos Fernández
	 	Title:	 President


 


	 	AN EVOLUTION, S. DE R.L. DE C.V., a sociedad de responsabilidad limitada de capital variable incorporated under the laws of Mexico, as a Borrower
	 	 	 
	 	By:	/s/ Manuel Senderos
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:   	Mauricio Garduño González Elizondo
	 	Title:	Attorney-in-Fact


 


Signature page to Sixth Amendment


 






    


     


    

 


	 	AN EXTEND, S.A. DE C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico, as a Borrower
	 	 	 
	 	By:	/s/ Manuel Senderos
	 	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, a Delaware limited liability company, as a Holdings Company and a Guarantor
		 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:   	Manuel Senderos Fernández
	 	Title:	President
	 	 	 
	 	AGILETHOUGHT, INC. (f/k/a AN GLOBAL INC.), a Delaware corporation, as a Holdings Company and a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:   	Manuel Senderos Fernández
	 	Title:	President


 


		4TH SOURCE HOLDING CORP., a Delaware corporation, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:   	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact


 


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	 	4TH SOURCE MEXICO, LLC, a Delaware limited liability company, as a Guarantor
		 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:   	Manuel Senderos Fernández
	 	Title:	President
	 	 	 
	 	AGS ALPAMA GLOBAL SERVICES USA LLC, a Delaware limited liability company, as a Guarantor
	 	 
	 	By:	/s/ Jorge Pliego Seguin
	 	Name:   	Jorge Pliego Seguin
	 	Title:	Treasurer
	 	 	 
	 	AN USA, a California corporation, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	President


 


	 	QMX INVESTMENT HOLDINGS USA, INC., a Delaware corporation, as a Guarantor
	 	 	 
	 	By:	/s/ Jorge Pliego Seguin
	 	Name:   	Jorge Pliego Seguin
	 	Title:	Treasurer



 


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	 	ENTREPIDS TECHNOLOGY INC., a Delaware corporation, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:   	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	AGS ALPAMA GLOBAL SERVICES MEXICO, S.A. DE C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	AGILETHOUGHT DIGITAL SOLUTIONS S.A.P.I. de C.V. (f/k/a North American Software, S.A.P.I. de C.V.), a sociedad anónima promotora de inversiones de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	AN DIGITAL, S.A. DE C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact



 


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	 	AN DATA INTELLIGENCE, S.A. DE C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:   	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	ANZEN SOLUCIONES, S.A. DE C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	AN UX, S.A. DE C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	FAKTOS INC., S.A.P.I. DE C.V., a sociedad anónima promotora de inversiones de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact


 


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		FACULTAS ANALYTICS, S.A.P.I. DE C.V., a sociedad anónima promotora de inversiones de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	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., sociedad anónima de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	AgileThought Servicios Mexico, S.A. de C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño González Elizondo
	 	Name:	 Mauricio Garduño González Elizondo
	 	Title:	 Attorney-in-Fact
	 	 	 
	 	CUARTO ORIGEN, S DE R.L. DE C.V., a sociedad de responsabilidad limitada de capital variable organized  under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:  	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact



 


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	 	ENTREPIDS MEXICO, S.A. DE C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico, as a Guarantor
	 	 	 
	 	By:	/s/ Manuel Senderos Fernández
	 	Name:   	Manuel Senderos Fernández
	 	Title:	Attorney-in-Fact
	 	 	 
	 	By:	/s/ Mauricio Garduño
	 	Name:   	Mauricio Garduño
	 	Title:	Attorney-in-Fact


 


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	ADMINISTRATIVE AGENT:	MONROE CAPITAL MANAGEMENT ADVISORS, LLC, as Administrative Agent
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:   	Jeffrey Cupples
	 	Title:	Managing Director



 


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	LENDER:	MC FINANCING SPV I, LLC,
	 	in its capacity as a Lender
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:   	Jeffrey Cupples
	 	Title:	Managing Director


 


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	LENDER:	MONROE CAPITAL CORPORATION,
	 	in its capacity as a Lender
	 	 	 
	 	By:	/s/ Jeffrey Cupples
	 	Name:   	Jeffrey Cupples
	 	Title:	Managing Director


 


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	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


 


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	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





 


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	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



 


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	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  



 


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	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 



 


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	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 



 


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	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 



 


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	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    



 


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	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    


 


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	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


  


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	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



 


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	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



 


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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



 


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	LENDER:	MONROE
    CAPITAL MML CLO 2017-1, LTD.,
	 	 	 
	 	By:	MONROE
    CAPITAL MANAGEMENT LLC, as Collateral Manager Attorney-in Fact
	 	 	 
	 	By:  	/s/
    Jeffrey Williams
	 	Name:   
    	Jeffrey
    Williams
	 	Title:
    	Managing
    Director



  


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	LENDER:	MONROE CAPITAL MML CLO VI, LTD.
	 	 
	 	By:	MONROE CAPITAL MANAGEMENT LLC, as Asset
	 	 	Manager and Attorney-in-fact
	 	 	 
	 	By:	/s/ Jeffrey Williams
	 	Name:   	Jeffrey Williams
	 	Title:	Managing Director



 


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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/ Jeffrey Williams
	 	Name:   	Jeffrey Williams
	 	Title:	Managing Director



 


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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/ Jeffrey Williams
	 	Name:   	Jeffrey Williams
	 	Title:	Managing Director






 


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