Exhibit
10.7


 


AMENDMENT
NO. 1 TO PROMISSORY NOTE


 


This
Amendment No. 1 to Promissory Note (this “Agreement”),
dated as of October 26, 2021 and effective as of September 30, 2021, by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands
exempted company with limited liability (the “Maker”), and Genesis Growth Tech LLC, a Cayman Islands limited liability
company (the “Payee”).


 


WHEREAS,
Maker executed and delivered a Promissory Note dated as of May 26, 2021 to Payee in the original principal amount of five hundred thousand
dollars ($500,000) (the “Promissory Note”); and


 


WHEREAS,
Maker and Payee desire to amend the Promissory Note as set forth herein.


 


NOW,
THEREFORE, for other good and valuable consideration, the Maker and Payee hereby agree as follows:


 


		1.	All
                                            capitalized terms not otherwise defined herein shall have the respective meanings set forth
                                            in the Promissory Note.



 


		2.	Paragraph
                                            1 of the Promissory Note is hereby deleted in its entirety and replaced with the following:



 


			Principal.
                                            The principal balance of this Note shall be payable by the Maker on the earlier of: (i)
                                            March 31, 2022 or (ii) the date on which Maker consummates an initial public offering of
                                            its securities (the “IPO”). The principal balance may be prepaid at any time.
                                            Under no circumstances shall any individual, including but not limited to any officer, director,
                                            employee or shareholder of the Maker, be obligated personally for any obligations or liabilities
                                            of the Maker hereunder.



 


		3.	Except
                                            as specifically modified and amended herein, all other terms, conditions and covenants contained
                                            in the Promissory Note shall remain in full force and effect.



 


		4.	This
                                            Agreement shall be binding upon and inure to the benefit of the Maker and Payee and their
                                            respective successors and assigns.



 


		5.	This
                                            Agreement shall be construed and enforced in accordance with the laws of the State of New
                                            York, without regard to conflict of law provisions thereof.



 


[signature
page follows]


 




     


     


    

 





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


 





	 	Genesis Growth Tech Acquisition Corp.
		a Cayman Islands exempted company
	 	 	 
		By:	/s/ Eyal Perez
			Name:	Eyal Perez
			Title:	Director


 


	Acknowledged and agreed:	 
	 	 	 
	Genesis Growth Tech LLC	 
	a Cayman Islands limited liability company	 
	 	 	 
	By:	/s/
    Eyal Perez	 
		Name: 	Eyal Perez	 
		Title:	Director