ContractLetter Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
IBEX Holdings Limited Restricted Share Agreement Granted Under 2018 Restricted Share PlanRestricted Share Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Restricted Share Agreement (the “Agreement”) is made this 31st day of December, 2018, between IBEX Holdings Limited, an exempted company incorporated in Bermuda (the “Company”), and [________________________] (the “Participant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This INDEMNIFICATION AGREEMENT (including Appendices A and B hereto, this “Agreement”) is dated and effective as of [ ] and made by and between IBEX Holdings Limited, an exempted company incorporated and existing under the laws of Bermuda with registered number 52347 (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used but not otherwise defined in the body of this Agreement shall have the respective meanings ascribed to such terms in Appendix B hereto.
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Seventh Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 7th day of November, 2016, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
REGISTRATION RIGHTS AGREEMENT by and among FORWARD MARCH LIMITED and THE RESOURCE GROUP INTERNATIONAL LIMITED Dated as of September 15, 2017Registration Rights Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of September 15, 2017, by and among Forward March Limited, a Bermuda exempted company (together with its successors, the “Company”), The Resource Group International Limited, a Bermuda exempted company (“TRG”), and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06 or Section 3.07 (such other Persons, other than TRG’s Affiliates, “Other Holders”).
Profit Share AgreementProfit Share Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation • District of Columbia
This Profit Share Agreement (“Agreement”) is made effective as of June 30, 2016 (“Effective Date”) by and between DGS Ltd., an exempted Bermuda company (“Company”), and Jeffrey Cox, and individual with a residential address at 2572 Saddleback Ct, Castle Rock, CO, 80104-7542 USA (“Cox”).
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Second Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 2nd day of October, 2014, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
SIXTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Sixth Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 30th day of June, 2016, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
FIRST AMENDMENT TO PROFIT SHARE AGREEMENTProfit Share Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This First Amendment (“First Amendment”) is entered into as of November 1, 2017 (“First Amendment Effective Date”) to amend the Profit Share Agreement (“Agreement”) dated June 30, 2017, (the “Agreement”) between DGS Ltd. (the “Company”) and Jeffrey Cox (“Cox”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation • Washington
This Restated Agreement is effective as of , 2020 (“Effective Date”) and is subject to your execution of this agreement (the “Agreement”) and execution of the Arbitration Agreement attached hereto as Exhibit B. “Employment” means your employment by the Company under the terms of this Agreement, along with any resulting appointments as an officer or a director of the board of directors of the Company’s affiliates. The Company and you are collectively referred to herein as the “Parties” and individually as a “Party”.
DIGITAL GLOBE SERVICES INC. TELSATONLINE INC. DGS EDU, LLC HERITAGE BANK OF COMMERCE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation • California
This LOAN AND SECURITY AGREEMENT is entered into as of March 31, 2015, by and between HERITAGE BANK OF COMMERCE (“Bank”) and DIGITAL GLOBE SERVICES INC., a Delaware corporation (“Digital”), and TELSATONLINE INC., a Delaware corporation (“TelSat”), and DGS EDU, LLC, a Delaware limited liability company (“DGS”) (Digital, TelSat, and DGS, each, a “Borrower”, and collectively, “Borrowers”).
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation • New York
This STOCKHOLDER’S AGREEMENT (this “Agreement”), dated as of September 15, 2017 (“Effective Date”), is entered into by and between Forward March Ltd., an exempted company incorporated in Bermuda with registration number 52347 (the “Company”) and The Resource Group International Limited, an exempted company incorporated in Bermuda with registration number 50201 (“TRGI”).
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Fourth Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 19th day of June, 2015, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Fifth Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 26th day of June, 2015, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Third Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 23rd day of February, 2015, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This First Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 21st day of May, 2014, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Eighth Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 18th day of November, 2016, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
SHARE TRANSFER AND EXCHANGE AGREEMENTShare Transfer and Exchange Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of March 31, 2016 by and among Heritage Bank of Commerce (“Bank”) and Digital Globe Services Inc., a Delaware corporation (“Digital”), TelSatOnline Inc., a Delaware corporation (“TelSat”), and DGS Edu. LLC, a Delaware limited liability company (“DGS”) (Digital, TelSat and DGS, each, a “Borrower” and together, collectively, “Borrowers”), whose address is 316 Wilcox St., Castle Rock, CO 80104.
TWELFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Twelfth Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 31st day of May 2019, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
ContractIBEX LTD • July 10th, 2020 • Services-computer processing & data preparation • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, INCLUDING PURSUANT TO RULE 144 OF THE ACT OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF (AT NO COST OR EXPENSE TO THE HOLDER) THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Fourth Amendment to Loan and Security Agreement is entered into as of August 6, 2018 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”), DIGITAL GLOBE SERVICES INC. (“Digital”), TELSATONLINE, INC. (“TelSat”), DGS EDU, LLC (“DGS”) and 7 DEGREES LLC (“7 Degrees”), and effective as of June 30, 2018.
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Fifth Amendment to Loan and Security Agreement is entered into as of January 31, 2019 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”), DIGITAL GLOBE SERVICES INC. (“Digital”), TELSATONLINE, INC. (“TelSat”), DGS EDU, LLC (“DGS”) and 7 DEGREES LLC (“7 Degrees”).
ELEVENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Eleventh Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 26th day of April 2019, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
DATED: June 26, 2019Share Sale and Purchase Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED WARRANTWarrant • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This FIRST AMENDMENT to the SECOND AMENDED AND RESTATED WARRANT ("First Amendment") with an issue date of November 13, 2017 (the "Warrant"), between IBEX Holdings Limited, a Bermuda exempted company, (the "Company") and Amazon.com NV Investment Holdings LLC (the "Holder"), is entered into on, and is effective as of, 27 December 2019 ("First Amendment Effective Date").
TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX GLOBAL SOLUTIONS 1700 PENNSYLVANIA AVE NW STE 5 WASHINGTON, DC 20006IBEX LTD • July 10th, 2020 • Services-computer processing & data preparation • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Interest Rate Swap transaction (the “Transaction”) entered into between TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX GLOBAL SOLUTIONS (“COUNTERPARTY”) and PNC Bank, National Association (“PNC”) on the Trade Date specified below.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Second Amendment to Loan and Security Agreement is entered into as of June 2, 2017 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”), DIGITAL GLOBE SERVICES INC. (“Digital”), TELSATONLINE, INC. (“TelSat”), DGS EDU, LLC (“DGS”) and 7 DEGREES LLC (“7 Degrees”).
Profit Share AgreementProfit Share Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation • District of Columbia
This Profit Share Agreement (“Agreement”) is made effective as of June 30, 2019 (“Effective Date”) by and between DGS Ltd. an exempted Bermuda company (”Company”), and Jeffery Cox, an individual with a residential address at 2572 Saddleback Ct., Castle Rock, CO, 80104-7542 USA (“Cox).
NINTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Ninth Amendment to Revolving Credit, and Security Agreement (this “Amendment”) is made as of this 22 day of January, 2018, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Third Amendment to Loan and Security Agreement is entered into as of November 27, 2017 and to be effective as of June 12, 2017 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”), DIGITAL GLOBE SERVICES INC. (“Digital”), TELSATONLINE, INC. (“TelSat”), DGS EDU, LLC (“DGS”) and 7 DEGREES LLC (“7 Degrees”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Sixth Amendment to Loan and Security Agreement is entered into as of March 18, 2019 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”), DIGITAL GLOBE SERVICES INC. (“Digital”), TELSATONLINE, INC. (“TelSat”) and 7 DEGREES LLC (“7 Degrees”).
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
This Tenth Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of this 1st day of December, 2018, by and among TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX Global Solutions (“IBEX”, together with any Person joined to the Loan Agreement as a borrower, collectively the “Borrowers”), the financial institutions which are now or which hereafter become party to the Loan Agreement as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”) and as a Lender.
SHARE TRANSFER AND EXCHANGE AGREEMENTShare Transfer and Exchange Agreement • July 10th, 2020 • IBEX LTD • Services-computer processing & data preparation
TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX GLOBAL SOLUTIONS 1700 PENNSYLVANIA AVE NW STE 5 WASHINGTON, DC 20006IBEX LTD • July 10th, 2020 • Services-computer processing & data preparation • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Interest Rate Swap transaction (the “Transaction”) entered into between TRG CUSTOMER SOLUTIONS, INC. d/b/a IBEX GLOBAL SOLUTIONS (“COUNTERPARTY”) and PNC Bank, National Association (“PNC”) on the Trade Date specified below.
