Exhibit 10.2

   

  THIS AMENDED AND RESTATED 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.

   

  AMENDED AND RESTATED PROMISSORY NOTE

   

  	Principal Amount: up to U.S.$300,000	Dated as of September 7, 2021


  (as set forth on the Schedule of Borrowings attached hereto)

   

  Learn CW Investment Corporation, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of
    CWAM LC Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand U.S. Dollars (U.S.$300,000) (as set forth on the Schedule
    of Borrowings attached hereto) 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) October 31, 2021; and
    (ii) the date on which the Maker consummates an initial public offering of its securities (the “IPO”), unless accelerated upon the occurrence of an Event of Default. The principal balance may be prepaid at any time by the Maker, at its election
    and without penalty. 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. The Maker and the Payee agree that the Maker may request up to Three Hundred Thousand U.S. Dollars
    (U.S.$300,000) for costs reasonably related to the Maker’s formation and proposed IPO. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) October 31, 2021; and (ii) the date on which the Maker consummates the
    IPO, upon written request from the Maker to the Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than One Thousand U.S. Dollars (U.S.$1,000) unless agreed upon by
    the Maker and the Payee. The Payee shall fund each Drawdown Request no later than one business day after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand U.S.
    Dollars (U.S.$300,000). No fees, payments or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown Request by the Maker.

   

  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 the Maker to pay the principal amount due pursuant to this Note within five (5)
    business days of the date specified in Section 1 above.

   

   

  (b)       Voluntary Bankruptcy, Etc. The commencement by the 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 the 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 the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the 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
    the 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 the 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, the Payee may, by written notice to the 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 5(b) or 5(c) hereof, 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 the Payee.

   

  7.            Waivers. The 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 the Payee under the terms of this Note, and all benefits that might accrue to the 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 the 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 the Payee.

   

  8.            Unconditional Liability. The 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 the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the 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 the Maker or affecting the Maker’s liability hereunder.

   

  9.            Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing
    and delivered 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 (l) 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.

   

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

   

  
  
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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.

   

  [Signature page follows]

   

  
  
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  IN WITNESS WHEREOF, the 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.

   

  	 	 	LEARN CW INVESTMENT CORPORATION
	 	 	a Cayman Islands exempted company
	 	 	 	 
	 	 	By:	/s/ Adam Fisher
	 	 	 	Name: Adam Fisher
	 	 	 	Title: Authorized Signatory
	 	 	 	 
	Agreed and Acknowledged:	 	 	 
	 	 	 	 
	CWAM LC SPONSOR LLC	 	 	 
	a Delaware limited liability company	 	 	 
	 	 	 	 	 
	By:	/s/ Adam Fisher	 	 	 
	 	Name: Adam Fisher	 	 	 
	 	Title: Authorized Signatory	 	 	 


   

  Signature Page to Promissory Note

   

  
  
    	 		 


  

  
     

  

  
  

   

  SCHEDULE OF BORROWINGS

   

  The following increases or decreases in this Amended and Restated Promissory Note have been made:

   

  	Date of Increase or

          Decrease	 	
          Amount of decrease in

          

          Principal Amount of this

          

           Amended and Restated

          

           Promissory Note

        	 	
          Amount of increase in 

            Principal Amount of this

          

           Amended and Restated

           Promissory Note

        	 	
          Principal Amount of this

          

           Amended and Restated

           Promissory Note

            following such decrease 

            or increase 

        
	 	 	 	 	 	 	 
	May 25, 2021 

        	 	- 

        	 	$300,000.00 

        	 	$300,000.00