Exhibit 10.7

  

   

  THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
    OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD,
    TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
    REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

   

  PROMISSORY NOTE

   

  	Principal Amount: Up to $300,000	Dated as of March 4, 2021


   

  FOR VALUE RECEIVED
    and subject to the terms and conditions set forth herein, Mercury Ecommerce Acquisition Corp., a Delaware corporation (“Maker”),
    promises to pay to Mercury Sponsor Group I LLC, a Delaware limited liability company, or its registered assigns or successors in
    interest (collectively, “Payee”), or order, the principal sum of up to Three Hundred Thousand Dollars ($300,000)
    or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date
    (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on
    this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account
    as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

   

  1.             Principal.
    The entire unpaid principal balance of this Note shall be due and payable in full on the earlier of: (i) August 30, 2021;
    and (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”)
    (such earlier date of (i) and (ii), the “Maturity Date”), unless accelerated upon the occurrence of an Event
    of Default (as defined below). The principal balance may be prepaid at any time by Maker, at its election and without penalty.
    Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker,
    be obligated personally for any obligations or liabilities of Maker hereunder.

   

  		2.	Interest. No interest shall accrue on the unpaid principal balance of this Note.


   

  3.            Drawdown
      Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand Dollars ($300,000)
    in drawdowns under this Note to be used for costs and expenses related to Maker’s formation and proposed IPO. The principal
    of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown
      Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand
    Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business
    days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at
    any time may not exceed Three Hundred Thousand Dollars ($300,000). No fees, payments or other amounts shall be due to Payee in
    connection with, or as a result of, any Drawdown Request by Maker.

   

  4.             Application
      of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
    under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
    and finally to the reduction of the unpaid principal balance of this Note.

   

  5.             Events
      of Default. The following shall constitute an event of default (“Event of Default”):

   

  (a)       Failure
      to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.

   

  (b)       Voluntary
      Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
    rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
    assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
    the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
    become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

   

  (c)       Involuntary
      Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
    in an involuntary case under any applicable bankruptcy, insolvency

   

  
  
    	 		 


  

  
     

  

  
   

  or other similar law,
    or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial
    part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order
    unstayed and in effect for a period of 60 consecutive days.

   

  		6.	Remedies.


   

  (a)       Upon
    the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
    to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
    shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
    expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

   

  (b)       Upon
    the occurrence of an Event of Default specified in Sections 5(b) or 5(c) hereof, the unpaid principal balance of this Note, and
    all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
    any action on the part of Payee.

   

  7.             Waivers.
    Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
    protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
    Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
    any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
    sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and
    Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
    issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

   

  8.            Unconditional
      Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
    of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
    party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
    consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
    by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
    or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

   

  9.             Notices.
    All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
    personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
    to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
    or fax number as may be designated in writing by such party or (iii) by electronic mail (including .pdf), to the electronic mail
    address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.
    Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally,
    on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one business day
    after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

   

  10.           Construction.
    THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

   

  11.           Severability.
    Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
    ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
    such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
    jurisdiction.

   

  12.           Trust
      Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of
    any kind (“Claim”) in or to any distribution of or from the trust account to be established in which proceeds
    of the IPO (including the deferred underwriting discounts and commissions) and proceeds of the sale of the warrants issued in a
    private placement to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in
    the registration statement and prospectus to be filed with the Securities and

   

  
  
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  Exchange Commission in
    connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the
    trust account for any reason whatsoever.

   

  13.           Amendment;
      Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker
    and Payee.

   

  14.          Assignment.
    No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
    law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
    consent shall be void.

   

  (Signature page follows)

   

  
  
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  IN WITNESS WHEREOF,
    Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year
    first above written.

   

  	 	 	Mercury Ecommerce Acquisition Corp.
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/ Winston Gilpin
	 	 	 	Winston Gilpin
	 	 	 	Chief Financial Officer
	 	 	 	 
	Agreed and Acknowledged:	 	 	 
	 	 	 	 
	Mercury SPONSOR Group I LLC	 	 	 
	a Delaware limited liability company	 	 	 
	 	 	 	 	 
	By:	/s/ R. Andrew White	 	 	 
	 	R. Andrew White	 	 	 
	 	President and Chief Executive Officer	 	 	 


   

  Signature Page to Promissory Note