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: $600,000	Dated as of April 14, 2021



 


Williams Rowland Acquisition Corp., a Delaware
corporation (the “Maker”), promises to pay to the order of Williams Rowland Sponsor LLC or its registered assigns or
successors in interest (the “Payee”) the principal sum of Six Hundred Thousand dollars ($600,000) 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 $600,000. 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 August 31, 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.



 


		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:




Williams Rowland Acquisition Corp.


450 Post Road East


Westport, CT 06880


Attn: _______________


 


If to Payee:






Williams Rowland Sponsor LLC


450 Post Road East


Westport, CT 06880


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.


 






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		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.



 


		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.


 





	 	WILLIAMS ROWLAND ACQUISITION CORP.
	 	 	 
	 	By:	                    
	 		Name:	          
	 		Title:	 


 


 


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