Exhibit
10.7


 


PROMISSORY
NOTE ASSIGNMENT AND ASSUMPTION AGREEMENT 


 


THIS PROMISSORY
NOTE ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of March 10, 2021, by and among (i) Clifford
M. Sobel (the “Assignor”); (ii) Valor Latitude LLC, a Cayman Islands limited liability company (the “Assignee”);
and (iii) Valor Latitude Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”).


 


WHEREAS,
the Assignor is a party to a Promissory Note, dated January 25, 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 13 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:

         

        Clifford M. Sobel

        
	 
	 	 	 
	 	By:	/s/ Clifford M. Sobel	 
	 	 	Name:Clifford M. Sobel	 



 


 



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


    


    

	ASSIGNEE:

         

        Valor Latitude LLC

        


	 
	By:	/s/ Clifford M. Sobel
	 	Name:Clifford M. Sobel
	 	Title: Manager 

        




 


 



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


    


    

	MAKER:

         

        Valor Latitude Acquisition
        Corp.

        

	 
	By:	/s/ Clifford M. Sobel
	 	Name: Clifford M. Sobel
	 	Title: Director 




 






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