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 21, 2021

    Toronto, Ontario

    



 


Minority Equality Opportunities
Acquisition Inc., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Minority
Equality Opportunities Acquisition Sponsor, 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) 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) September 30, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities. 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 Three Hundred Thousand
Dollars ($300,000) for costs reasonably related to Maker’s initial public offering of its securities. The principal of this Note
may be drawn down from time to time prior to the earlier of: (i) September 30, 2021 or (ii) the date on which Maker consummates an initial
public offering of its securities, 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. 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, payments or other amounts
shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, 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 attorneys’ fees, and then to the reduction of the unpaid principal balance of this Note.


 


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 date specified above.


 


(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.


 






    


     


    

 


(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.


 






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10.
 Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE,
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.


 


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 initial public offering (the “IPO”) to be conducted by the Maker (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.


 


[Signature page follows]


 




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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.


 


	 	MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.
	 	 	 
	 	By:	 /s/ Shawn D. Rochester
	 	 	Name: Shawn D. Rochester
	 	 	Title:   Chief Executive Officer 


 


 


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