Exhibit 10.2 


   


 THIS PROMISSORY NOTE
(“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 April 12,
    2021 

     Boston, Massachusetts 

	   	   


 G3 VRM Acquisition Corp.,
a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of G3 VRM Holdings, LLC,
or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred
Thousand Dollars ($300,000), or such lesser amount as shall have been advanced to Payee to Maker and shall remain unpaid under this Note,
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. The
principal balance of this Note shall be payable by the Maker on the earlier of: (i) December 31, 2021 or (ii) the date on which Maker
consummates an initial public offering of its securities (the “IPO”) (such earlier date, the “Maturity Date”).
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. 


   


 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 up to an aggregate amount of Three Hundred Thousand Dollars ($300,000) for costs reasonably
related to Maker’s 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. So long as no Event of
Default has occurred hereunder, Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown
Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand Dollars ($300,000).
Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees or similar
amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker, except for costs incurred in the
collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees. 


   


 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 within five (5) business days of 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. 


   



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 (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 hereunder, 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) and 5(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. 


   


 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 or 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 made in writing and delivered: (i) 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, 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 (1) 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 NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. 


   


 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. 


   



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 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 distribution of or from the trust account to be established in which the proceeds of the IPO (including the deferred underwriters
discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement to occur prior to the closing
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 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 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. 


   


 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. 


   


	   	 G3 VRM ACQUISITION CORP. 

       

	   	   	   
	   	 By: 	  /s/ Don Van der Wiel 
	   	   	 Don Van der Wiel 
	   	   	 Chief Financial Officer 


   


   


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