Exhibit 10.7


 


May 27, 2022


 


Apollo Strategic Growth Capital

9 West 57th Street, 43rd Floor

New York, NY 10019


 


and


 


GBT JerseyCo Limited

c/o GBT US LLC

General Counsel’s Office 666 Third Avenue

New York, NY 10017


 


Re: Amendment to Sponsor Side Letter


 


Reference is made to that
certain (i) Business Combination Agreement, dated as of December 2, 2021 (as amended, supplemented, restated or otherwise modified
from time to time, the “Transaction Agreement”), by and among Apollo Strategic Growth Capital, a Cayman Islands exempted
company limited by shares (which shall migrate to and domesticate as a Delaware corporation at the Closing) (“Acquiror”),
and GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (the “Company”) and (ii) letter
agreement, dated as of December 2, 2021 (as amended, supplemented, restated or otherwise modified from time to time, the “Sponsor
Side Letter”), by and among APSG Sponsor, L.P., a Cayman Islands exempted limited partnership (“Sponsor”),
the undersigned individuals, each of whom is currently a member of Acquiror’s Board of Directors and/or management team (collectively,
the “Insiders” and together with Sponsor, the “Sponsor Parties”), Acquiror and the Company. Capitalized
terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sponsor Side Letter.


 


Substantially concurrently
with the execution and delivery of the Transaction Agreement, the Sponsor Parties, Acquiror and the Company entered into the Sponsor Side
Letter, pursuant to which, among other things, Sponsor agreed to certain vesting and forfeiture provisions pertaining to the Sponsor Shares.
In connection with the consummation of the Transactions, Sponsor has agreed to decrease the number of Immediately Vested Sponsor Shares
and increase the number of $12.50 Threshold Shares, and consequently increase the total number of Vesting Sponsor Shares, as set forth
herein. The parties hereto, being the original signatories to the Sponsor Side Letter, desire to enter into this amendment to the Sponsor
Side Letter (this “Amendment”) pursuant to paragraph 8.e. thereof.


 






    	 	 	 



     


    

 


In
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree to amend the Sponsor Side Letter as follows:


 


		1.	Paragraph 4.a. of the Sponsor Side Letter is hereby amended as follows:



 


		a.	the reference to “13,631,318” in the definition of “Immediately Vested Sponsor Shares”
is hereby deleted and replaced with “12,268,186”;



 


		b.	the reference to “6,713,932” in the definition of “Vesting Sponsor Shares” is
hereby deleted and replaced with “8,077,064”; and



 


		c.	the reference to “3,356,966” in the definition of “$12.50 Threshold Shares” is
hereby deleted and replaced with “4,720,098”.



 


Except as expressly amended by this Amendment,
the Sponsor Side Letter remains in full force and effect and nothing in this Amendment shall otherwise affect any other provision of the
Sponsor Side Letter or the rights and obligations of the parties thereto. On and after the date hereof, each reference to the Sponsor
Side Letter shall mean and be a reference to the Sponsor Side Letter as amended hereby, and this Amendment and the Sponsor Side Letter
shall be read together and construed as a single instrument.


 


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blank.]


 






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Please indicate your agreement to the terms of
this Amendment by signing where indicated below.


 


	 	Very truly yours,
	 	 	 
	 	APSG SPONSOR, L.P.
	 	 	 
	 	By: AP Caps II Holdings GP, LLC, its general
    partner
	 	 	 
	 	By: Apollo Principal Holdings III, L.P.,
    its managing member
	 	 	 
	 	By: Apollo Principal Holdings III GP, Ltd.,
    its general partner
	 	 	 
	 	By:	/s/ James Elworth
	 	Name:	James Elworth
	 	Title:	Vice President


 


	 	Address for Notices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	ATTN:	 	 
	 	EMAIL: 	 	 


 


[Signature
Page to Amendment to Sponsor Side Letter]


 






    	 	 	 



     


    

 


	 	 	/s/ James Crossen
	 	Name: 	James Crossen


 


	 	Address for Notices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	ATTN:	 	 
	 	EMAIL: 	 	 


 


[Signature
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	 	 	/s/ Mitch Garber
	 	Name: 	Mitch Garber


 


	 	Address for Notices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	ATTN:	 	 
	 	EMAIL: 	 	 


 


[Signature
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	 	 	/s/ Sanjay Patel
	 	Name: 	Sanjay Patel


 


	 	Address for Notices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	ATTN:	 	 
	 	EMAIL: 	 	 


 


[Signature
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	 	 	/s/ James H. Simmons III 
	 	Name: 	James H. Simmons III 


 





	 	Address for Notices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	ATTN:	 	 
	 	EMAIL: 	 	 


 


[Signature
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	 	 	/s/ Scott Kleinman
	 	Name: 	Scott Kleinman


 


	 	Address for Notices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	ATTN:	 	 
	 	EMAIL: 	 	 


 


[Signature
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	 	 	/s/ Jennifer Fleiss
	 	Name: 	Jennifer Fleiss


 


	 	Address for Notices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	ATTN:	 	 
	 	EMAIL: 	 	 


 


[Signature
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Acknowledged and agreed

as of the date of this Letter Agreement


 


APOLLO STRATEGIC GROWTH CAPITAL


 


	By:	/s/ Sanjay Patel	 
	Name:	Sanjay Patel	 
	Title:	Chief Executive Officer	 


 


[Signature
Page to Amendment to Sponsor Side Letter]


 







    	 	 	 



     


    

 


Acknowledged and agreed

as of the date of this Letter Agreement


 


GBT JERSEYCO LIMITED


 


	By:	/s/ Eric Bock	 
	Name:	Eric Bock	 
	Title:	Chief Legal Officer and Global head of Mergers and Acquisitions	 


 


[Signature
Page to Amendment to Sponsor Side Letter]