Exhibit 10.7


 


Amendment
to 


INSIDER
LETTER


 


This AMENDMENT TO THE INSIDER
LETTER (the “Amendment”), dated as of June 16, 2022, by and among JATT ACQUISITION
CORP, a Cayman Islands exempted company (“Company”) and each person identified on the signature pages hereto.
Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Insider Letter, dated as
of July 13, 2021 (the “Insider Letter”), by and among the Company and the Initial Shareholders.


W I
T N E S S E T H :


 


		A.	The Company and the Initial Shareholders entered into the Insider Letter.



 


		B.	The Company and the Initial Shareholders represent all parties to the Insider Letter



 


		C.	The Company and the Initial Shareholders desire to make an amendment to the Insider Letter as set forth
in this Amendment.



 


The parties hereto accordingly
agree as follows:


 


1.            
Amendment.


 


Section
5.(a) of the Insider Letter is hereby deleted and the following is inserted in its place:


 


“5. (a) The
Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”)
until the earliest of (A) six (6) months after the completion of the Company’s initial Business Combination and (B) the date following
the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent
to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing
at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares
Lock-up.


 


2.            
No Other Amendments. Except for the amendments expressly set forth in this Amendment, the Insider Letter shall remain unchanged
and in full force and effect.


 


3.            
Entire Agreement. The Insider Letter (as amended by this Amendment), sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof and thereof. The Insider Letter (as amended by this Amendment) supersedes all prior and contemporaneous
understandings and agreements related thereto (whether written or oral), all of which are merged herein.


 


4.           
Governing Law. This Amendment shall for all purposes be deemed to be made under and
shall be construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. Each of the parties hereby agrees that any action, proceeding,
or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such personal jurisdiction,
which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.


 


5.           
Severability. A determination by a court or other legal authority of competent jurisdiction that any provision of this Amendment
is legally invalid shall not affect the validity or enforceability of any other provision hereof. The parties hereto shall cooperate in
good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid
provision, as alike in substance to such invalid provision as is lawful.


 






     


     


    

 


6.           
Counterparts; Facsimile Signatures. This Amendment may be executed in counterparts,
each of which shall constitute an original, but all of which shall constitute one agreement.


 


7.            
Captions. Captions are not a part of this Amendment, but are included for convenience, only.


 


8.           
Further Assurances. Each party hereto shall execute and deliver such documents and
take such action, as may reasonably be considered within the scope of such party’s obligations hereunder, necessary to effectuate
the transactions contemplated by this Amendment.


 


[Signature page follows.]


 






    2


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	JATT VENTURES, L.P. 

                 

                By: JATT Ventures Ltd.

	 	 
	 	By:	/s/ Someit Sidhu
	 	Name: Someit Sidhu
	 	Title: Director    
	 	 
	 	/s/ Someit Sidhu
	 	Someit Sidhu  
	 	 
	 	/s/ Verender Badial
	 	Verender Badial  
	 	 
	 	/s/ Tauhid Ali

                                                        

	 	 Tauhid Ali
	 	 
	 	/s/ Arnout Ploos van Amstel 

                 

	 	Arnout Ploos van Amstel  
	 	 
	 	/s/ Javier Cote-Sierra

                                         

	 	Javier Cote-Sierra  
	 	 
	 	/s/ Graeme Sloan 

                 

	 	Graeme Sloan



  


	Acknowledge and Agreed:	 
	 	 
	JATT Acquisition Corp	 
	 	 
	By:	 /s/ Someit Sidhu	 
	Name: Someit Sidhu	 
	Title: Chief Executive Officer