REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2019, is made and entered into by and among LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
UNDERWRITING AGREEMENT between AgileThought, Inc. and as Representative of the Several UnderwritersUnderwriting Agreement • December 27th, 2021 • AgileThought, Inc. • Services-management consulting services • New York
The undersigned, AgileThought, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) set forth below. If no other underwriters are listed on Schedule 1 hereto, then references to the underwriters shall refer, mutatis mutandis, to the Representative.
7,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 13th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 10, 2019, by and between LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Luis Rodrigo Clemente Gamero (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 13th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 20th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2019 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 13th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of December 10, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • November 20th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of December [●], 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
AMENDMENT NO. 7 TO FINANCING AGREEMENTFinancing Agreement • August 23rd, 2023 • AgileThought, Inc. • Services-management consulting services • New York
Financing Agreement, dated as of May 27, 2022, by and among AgileThought, Inc., a Delaware corporation (“Holdings”), AN Global LLC, a Delaware limited liability company (the “Borrower”), each subsidiary of Holdings listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2019 • LIV Capital Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of October 4, 2019, is made and entered into by and between LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LIVE Fund I Partners L.P., an Ontario limited partnership (the “Buyer”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 13th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 10, 2019, by and between LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Alexander R. Rossi (“Indemnitee”).
ContractUnderwriting Agreement • December 13th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT between and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 13th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 10, 2019, is by and between LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
AgileThought, Inc. Indemnification AgreementIndemnification Agreement • August 26th, 2021 • AgileThought, Inc. • Services-management consulting services • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into as of ______________, between AgileThought, Inc. (the “Company”), and ___________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2022 • AgileThought, Inc. • Services-management consulting services • Delaware
This Employment Agreement (the “Agreement”) is entered into effective as of May 2, 2022 (the “Effective Date”), by and between Amit Singh (“Executive”) and AgileThought, LLC (the “Company”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 December 10, 2019Merger Agreement • December 13th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
AMENDMENT No. 6 TO CREDIT AGREEMENTCredit Agreement • March 13th, 2023 • AgileThought, Inc. • Services-management consulting services • New York
This AMENDMENT No. 6 TO THE CREDIT AGREEMENT (this "Amendment"), dated as of March 7, 2023, is entered into by and among AGILETHOUGHT, INC., a Delaware corporation ("Ultimate Holdings") and AGILETHOUGHT MEXICO, S.A. DE C.V., a sociedad anónima de capital variable incorporated and existing under the laws of Mexico ("AgileThought Mexico" 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 "Holding Companies"), the other Loan Parties party hereto, the lenders party hereto (together with their respective successors and assigns, the "Lenders"), GLAS USA LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), and GLAS AMERICAS LLC, as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity
ContractWarrant Agreement • March 13th, 2023 • AgileThought, Inc. • Services-management consulting services • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT IS AVAILABLE.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • AgileThought, Inc. • Services-management consulting services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 30, 2021, is made and entered into by and among AgileThought, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”).
ASSET PURCHASE AGREEMENT by and among AGILETHOUGHT, INC., and CERTAIN SUBSIDIARIES OF AGILETHOUGHT, INC., as Sellers and AT HOLDINGS CORP.,Asset Purchase Agreement • January 10th, 2024 • AgileThought, Inc. • Services-management consulting services • New York
THIS ASSET PURCHASE AGREEMENT, dated as of October 4, 2023 (as may be amended, amended and restated, or otherwise modified, the “Agreement”), is made by and among AT Holdings Corp., a Delaware corporation (“Buyer”), AgileThought, Inc., a Delaware corporation (“Holdings”), and the Additional Sellers (together with Holdings, “Sellers” and each entity individually a “Seller”).
AGS EQUITY ISSUANCE AGREEMENTEquity Issuance Agreement • March 13th, 2023 • AgileThought, Inc. • Services-management consulting services • New York
This AGS Equity Issuance Agreement (this “Agreement”) is dated as of February 9, 2023, between AgileThought, Inc., a Delaware corporation (the “Company”), and AGS Group LLC (“AGS”), in its capacity as Lender under the Second Amended and Restated Subordinated Promissory Note referred to below (in such capacity, the “Lender”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • June 3rd, 2022 • AgileThought, Inc. • Services-management consulting services • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) dated as of May 27, 2022 is made by and between BLUE TORCH FINANCE LLC, as administrative agent (in such capacity, with its successors and assigns, the “First Lien Agent” and, in its individual capacity, “Blue Torch”) for the First Lien Creditors (as defined below) and GLAS USA LLC and GLAS AMERICAS LLC, as administrative agent and collateral agent, respectively, (in such capacity, collectively, with their respective successors and assigns, the “Second Lien Agents”) for the Second Lien Creditors (as defined below), and is acknowledged by each of the Credit Parties (as defined below).
AMENDMENT TO VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 26th, 2021 • AgileThought, Inc. • Services-management consulting services • Delaware
THIS AMENDMENT TO VOTING AND SUPPORT AGREEMENT (this “Amendment”) is made effective as of August 20, 2021 (the “Effective Date”), by and among the Person named on the signature page hereto (the “Equityholder”), LIV Capital Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication, “LIVK”), and AgileThought, Inc., a Delaware corporation (together with its successors, including the surviving corporation in the Merger, the “Company”). Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Voting and Support Agreement, dated as of May 9, 2021, by and among the Company and the additional parties thereto (the “Support Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2021 • LIV Capital Acquisition Corp. • Services-management consulting services • Delaware
This Employment Agreement (the “Agreement”) is entered into effective as of March 2, 2020 (the “Effective Date”), by and between Kevin Johnston (“Executive”) and AgileThought, LLC (the “Company”).
TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 30th, 2021 • AgileThought, Inc. • Services-management consulting services • New York
THIS CREDIT AGREEMENT (as amended, modified, restated, or supplemented from time to time, this “Agreement”), dated as of July 18, 2019 is entered into by and among IT GLOBAL HOLDING LLC, a Delaware limited liability company (“IT Global”), 4TH SOURCE LLC (“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, AN Extend and each other party that executes a joinder to the Credit Agreement as a borrower, whether pursuant to Section 10.9 or otherwise, 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 corporatio
FORM OF] AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2021 • LIV Capital Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among AgileThought, Inc., a Delaware corporation (the “Company”) (formerly known as LIV Capital Acquisition Corp., a Cayman Islands exempted company prior to its domestication as a Delaware corporation), LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and the other undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”).
WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 16th, 2021 • LIV Capital Acquisition Corp. • Services-management consulting services
ContractOffice Space and Administrative Services Agreement • November 20th, 2019 • LIV Capital Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of LIV Capital Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), LIV Capital Acquisition Sponsor, L.P. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at [●]. In exchange therefore, the Company shall pay LIV Capital Acquisition Sponsor, L.P. $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 15th, 2021 • AgileThought, Inc. • Services-management consulting services
This EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of October 14, 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 d
TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 7th, 2022 • AgileThought, Inc. • Services-management consulting services
This TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 30, 2022, 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 d
DESCRIPTION OF SECURITIESWarrant Agreement • March 13th, 2023 • AgileThought, Inc. • Services-management consulting services
The following description of the capital stock of AgileThought, Inc. (the “Company,” “we,” “us,” and “our”) and certain provisions of our amended and restated certificate of incorporation (the “charter”), bylaws (the “bylaws”), and Warrant Agreement, dated as of December 10, 2019, between Continental Stock Transfer & Trust Company and LIV Capital Acquisition Corp., a Cayman Islands exempted company (the “warrant agreement”), are summaries and are qualified in their entirety by reference to the full text of the charter, bylaws, and warrant agreement, copies of which have been filed with the Securities and Exchange Commission, and applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 10th, 2021 • LIV Capital Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (as it may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of May 9, 2021, is entered into by and among LIV Capital Acquisition Corp., a Cayman Islands exempted company (“LIVK”), and AgileThought, Inc., a Delaware corporation (the “Company”). LIVK and the Company are referred to herein as the “Parties.”
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 16th, 2021 • LIV Capital Acquisition Corp. • Services-management consulting services
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 30, 2021, is entered into by and among IT GLOBAL HOLDING LLC, a Delaware limited liability company (“IT Global”), 4TH SOURCE LLC a Delaware limited liability company (“4th Source”), AGILETHOUGHT, LLC, a Florida limited liability company (“AgileThought”), AN EXTEND, S.A. de C.V., a sociedad anonima de capital variable incorporated under the laws of Mexico (“AN Extend”), AN EVOLUTION S. DE R.L. DE C.V., a sociedad de responsabilidad limitada de capital variable incorporated under the laws of Mexico (“AN Evolution,” and together with IT Global, 4th Source, AgileThought, and AN Extend, each a “Borrower” and collectively, the “Borrowers”), AN GLOBAL LLC, a Delaware limited liability company (“Intermediate Holdings”), AGILETHOUGHT, INC. (f/k/a AN GLOBAL INC.), a Delaware corporation (“Ultimate Holdings” and together with Intermediate Holdings, the “Holdings Companies”), the financial institut
FORM OF] VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 10th, 2021 • LIV Capital Acquisition Corp. • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of May 9, 2021, by and among the Person named on the signature page hereto (the “Equityholder”), LIV Capital Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “LIVK”), and AgileThought, Inc., a Delaware corporation (together with its successors, including the surviving corporation in the Merger (as defined below), the “Company”). For purposes of this Agreement, LIVK, the Company and the Equityholder are each a “Party” and collectively the “Parties”. Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).
ContractDebt Recognition and Reconversion Agreement • March 13th, 2023 • AgileThought, Inc. • Services-management consulting services
DEBT RECOGNITION AND RECONVERSION AGREEMENT ENTERED INTO BY AND BETWEEN AGILETHOUGHT INC., AS THE DEBTOR, REPRESENTED HEREIN BY MR. MANUEL SENDEROS FERNÁNDEZ, HEREINAFTER REFERRED TO AS ("AT") AND MESSRS. DANIEL SAMUEL NOVELO TRUJILLO, ISRAEL ABRAHAM NOVELO TRUJILLO, JORGE RICARDO MONTERRUBIO LÓPEZ AND JOSÉ ANTONIO TORRERO DIEZ, ALL OF THEM IN THEIR OWN CAPACITY, HEREINAFTER JOINTLY REFERRED TO AS THE ("CREDITORS"), PURSUANT TO THE FOLLOWING BACKGROUND, REPRESENTATIONS AND SECTIONS: RECITALS FIRST. On April 29, 2016, the Creditors and various shareholders of AT (formerly known as AGS Nasoft, S.A.P.I. de C.V.) and AT itself entered into a share option agreement (hereinafter the "Option Agreement”), attached hereto as “Exhibit A”, by virtue of which the Creditors had the option to subscribe AT shares, in accordance with the terms and conditions of said Option Agreement. SECOND. In the Second Section of Exhibit 1 of said Option Contract, an economic consideration was established in favor
