Exhibit
10.2


 


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: $350,300	Dated
    as of March 18, 2021


 


UNSDG
Acquisition Corp., a Delaware corporation (the “Maker”), promises to pay to the order of UNSDG Acquisition LLC or
its registered assigns or successors in interest (the “Payee”) the principal sum of Three Hundred Fifty Thousand Three
Hundred Dollars ($350,000) 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 the Maker to such account
as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


	1.	Principal.
    Advances of principal may be made upon the request of Maker to Payee up to an aggregate of $350,300. References to the principal
    balance of this Promissory Note (this “Note”) shall be the amount that has been advanced. Principal shall be payable
    promptly after the earlier of the date on which the Maker consummates an initial public offering of its securities or the date on
    which the Company determines not to conduct an initial public offering of its securities and ______, 2021. The principal balance
    may be prepaid at any time.
	 	 
	2.	Interest.
    No interest shall accrue on the unpaid principal balance of this Note.
	 	 
	3.	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.
	 	 
	4.	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 of this Note within five (5) business days following the date
    when due.
	 	 	 
	 	(b)	Voluntary
    Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation
    or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,
    custodian, sequestrator (or other similar official) for 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 similar law, for the appointing of a receiver, liquidator,
    assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering
    the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for
    a period of 60 consecutive days.



 


	5.	Remedies.


 


	 	(a)	Upon
    the occurrence of an Event of Default specified in Section 4(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 4(b) and 4(c), 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.


 


	6.	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.
	 	 
	7.	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.


 




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	8.	Notices.
    Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii)
    personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted
    delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice
    in accordance with this Section:


 


If
to Maker:




UNSDG Acquisition Corp.


1980
Festival Plaza Drive


Summerlin
South, #300


Las
Vegas, NV, 89135


Attn:
_______________


If
to Payee:





UNSDG
Acquisition LLC


1980
Festival Plaza Drive


Summerlin
South, #300


Las
Vegas, NV, 89135


Attn:
_______________


 


Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.


 


	9.	Construction.
    THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
    THEREOF.
	 	 
	10.	Jurisdiction.
    The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement
    (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties
    submit to the exclusive jurisdiction of the courts 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, the Payee hereby waives any and all right, title, interest or claim
    of any kind (“Claim”) in or to any amounts contained in the trust account in which the proceeds of the initial
    public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities in a private placement
    to occur prior to the effectiveness of the IPO, as described in greater detail in the registration statement and prospectus to be
    filed with the Securities and Exchange Commission in connection with the IPO, will be placed, and hereby agrees not to seek recourse,
    reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason whatsoever.


 




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	13.	Amendment;
    Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker
    and the 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.
	 	 
	15.	Further
    Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary
    party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect
    to this Promissory Note.


 


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


 


	 	UNSDG
    ACQUISITION CORP.
	 	 
	 	By:
    	/s/
    Jeffrey Premer
	 	Name:	Jeffrey
    Premer
	 	Title:	Chief
    Executive Officer


 




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 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 EXTENSION 


   


	   	 Dated
    as of September 30, 2021 


   


 UNSDG
Acquisition LLC or its registered assigns or successors in interest (the “Payee”) and UNSDG Acquisition Corp., a Delaware
corporation (the “Maker”) mutually agree to extend the maturity of the Promissory Note signed March 10, 2021(the “Promissory
Note”) in the original principal amount of Three Hundred Fifty Thousand Three Hundred Dollars ($350,300) to the earlier of the
close of offering or February 28, 2022. All other terms of the Promissory Note remain unchanged by the Promissory Note Extension. 


   


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


   


	   	 UNSDG
    ACQUISITION CORP. 
	   	   	   
	   	 By: 	        
	   	 Name: 	 Jeffrey
    Premer 
	   	 Title: 	 Chief
    Executive Officer 
	   	   	   
	   	 UNSDG
    ACQUISITION LLC 
	   	   	   
	   	 By:
     	   
	   	 Name: 	 Jeffrey
    Premer 
	   	 Title: 	 President 


 




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