AN GLOBAL LLC 222 W. Las Colinas Blvd, Suite 1650E Irving, Texas 75039Financing Agreement • March 13th, 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”).
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
ContractAgileThought, Inc. • March 13th, 2023 • 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.
DESCRIPTION OF SECURITIESDescription of Securities • 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”).
AGS EQUITY ISSUANCE AGREEMENTAgs Equity 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”).
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
EXITUS EQUITY ISSUANCE AGREEMENTExitus Equity Issuance Agreement • March 13th, 2023 • AgileThought, Inc. • Services-management consulting services • New York
This Exitus Equity Issuance Agreement (this “Agreement”) is dated as of February 9, 2023, between AgileThought, Inc., a Delaware corporation (the “Company”), and EXITUS CAPITAL, SOCIEDAD ANÓNIMA PROMOTORA DE INVERSIÓN DE CAPITAL VARIABLE, SOCIEDAD FINANCIERA DE OBJETO MÚLTIPLE, ENTIDAD NO REGULADA, in its capacity as Lender under the Loan Facility referred to below (in such capacity, the “Lender”).
ContractLoan Agreement • March 13th, 2023 • AgileThought, Inc. • Services-management consulting services
THIRD AMENDMENT TO LOAN AGREEMENT BETWEEN EXITUS CAPITAL, SOCIEDAD ANONIMA PROMOTORA DE INVERSION DE CAPITAL VARIABLE, SOCIEDAD FINANCIERA DE OBJETO MULTIPLE, ENTIDAD NO REGULADA, REPRESENTED HEREIN BY RAMÓN GARCÍA TORRES, AS ATTORNEY-IN-FACT, HEREINAFTER REFERRED TO AS THE “LENDER”; AGILETHOUGHT DIGITAL SOLUTIONS, SOCIEDAD ANONIMA PROMOTORA DE INVERSION DE CAPITAL VARIABLE, REPRESENTED HEREIN BY MANUEL SENDEROS FERNÁNDEZ, AS ATTORNEYS-IN FACT [SIC], HEREINAFTER THE “BORROWER”; AND DIEGO HILDEBRANDO ZAVALA GÓMEZ DEL CAMPO, INDIVIDUALLY AND ON HIS OWN BEHALF, AS JOINT AND SEVERAL OBLIGOR, HEREINAFTER THE “JOINT AND SEVERAL OBLIGOR,” COLLECTIVELY REFERRED TO AS THE “PARTIES,” PURSUANT TO THE RECITALS, REPRESENTATIONS, AND CLAUSES 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 AN EXTEND, S.A. DE C.V., REPRESENTED HEREIN BY MR. MANUEL SENDEROS FERNÁNDEZ, HEREINAFTER REFERRED TO AS (“AN EXTEND”) AND EXTEND SOLUTIONS, S.A. DE C.V., REPRESENTED HEREIN BY MR. DANIEL SAMUEL NOVELO TRUJILLO, HEREINAFTER REFERRED TO AS (“EXTEND SOLUTIONS”), ALSO WITH THE PRESENCE OF AGILETHOUGHT INC., AS A JOINT AND SEVERAL OBLIGOR, REPRESENTED HEREIN BY MR. MANUEL SENDEROS FERNÁNDEZ, HEREINAFTER REFERRED TO AS ("AT"), PURSUANT TO THE FOLLOWING BACKGROUND, REPRESENTATIONS AND SECTIONS: RECITALS SOLE.- On April 29, 2016, AN EXTEND and EXTEND SOLUTIONS entered into an assignment of rights and non-competition agreement (hereinafter the "Assignment Agreement"), attached hereto as "Exhibit A", by virtue of which , EXTEND SOLUTIONS transferred to AN EXTEND the commercial relationships identified in Exhibit 1.11 of said Assignment Agreement, establishing as consideration for said assignment the amount that resulted fro
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2023 • AgileThought, Inc. • Services-management consulting services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2023, 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”).
WAIVER AND AMENDMENT NO. 3 TO FINANCING AGREEMENTFinancing Agreement • March 13th, 2023 • AgileThought, Inc. • Services-management consulting services
WAIVER AND AMENDMENT NO. 3 TO FINANCING AGREEMENT, dated as of December 19, 2022 (this “Amendment”), to the Financing Agreement, dated as of May 27, 2022 (as amended by that certain Amendment No. 1 to Financing Agreement, dated as of August 10, 2022, that certain Amendment No. 2 to Financing Agreement, dated as of November 1, 2022, this Amendment, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), 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 thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a
