Exhibit 10.10


 


ASSIGNMENT AND ASSUMPTION AGREEMENT 


 


THIS ASSIGNMENT AGREEMENT
(“Agreement”) is made and entered into as of January 28, 2021, by and among (i) Corsair Capital Group, Ltd.
(the “Assignor”); (ii) Corsair Partnering Sponsor LP, a Cayman Islands limited partnership (the “Assignee”);
and (iii) Corsair Partnering Corporation, a Cayman Islands exempted company and blank check company (the “Maker”).


 


WHEREAS, the Assignor
is a party to a Promissory Note, dated January 8, 2021, with Maker as borrower (the “Promissory Note”); and


 


WHEREAS, the Assignor
desires to assign, and the Assignee desires to assume, the Promissory Note.


 


NOW THEREFORE, for
good and valuable consideration, the parties hereto agree as follows:


 


1.  Assignment.
The Assignor hereby assigns to the Assignee all of the Assignor’s right, title and interest under the Promissory Note.


 


2.  Assumption.
The Assignee hereby accepts the assignment from the Assignor set forth in Paragraph ‎1 hereof and assumes all of the Assignor’s
right, title and interest under the Promissory Note.


 


3.  Consent.
Pursuant to Section 14 of the Promissory Note, Maker consents to the assignment provided for in this Agreement.


 


4.  Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH JURISDICTION.


 


5.  Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


6.  Severability.
If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision at
issue a valid, legal and enforceable provision as similar as possible to the provision at issue.


 


7.  Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange by facsimile of executed
counterparts of this Agreement shall be deemed execution and delivery thereof.


 


[Signature pages follow]


 




     


     


    

IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date first written above.


 


	 	ASSIGNOR:	 
	 	 	 
	 	Corsair Capital Group, Ltd.	 
	 	 	 
	 	 	 
	 	By:	/s/ Jeremy S. Schein	 
	 	 	Name:	Jeremy S. Schein	 
	 	 	Title:	Partner	 



 


 


[Signature Page to Assignment and Assumption
Agreement of Promissory Note]


 




     


     


    

	ASSIGNEE:	 
	 	 	 	 
	Corsair Partnering Sponsor LP	 
	 	 	 	 
	By: 	Corsair Sponsor GP, its general partner	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Jeremy S. Schein	 
	 	Name:	Jeremy S. Schein	 
	 	Title:   	Director	 


 


 


[Signature Page to Assignment and Assumption
Agreement of Promissory Note]


 




     


     


    

	MAKER:	 
	 	 
	Corsair Partnering Corporation	 
	 	 
	 	 
	By:	/s/ Jeremy S. Schein	 
	 	Name: 	Jeremy S. Schein	 
	 	Title:   	Director  	 


 


 


[Signature Page to Assignment and Assumption
Agreement of Promissory Note]