Exhibit 10.4


 


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


 





	
        Aggregate Principal Amount:  $1,860,000.00

         
	
        Dated as of October ___, 2020

        New York, New York      



 


Longevity Acquisition Corporation, a
British Virgin Islands company with limited liability (“Maker”), promises to pay to the order of the holders or their
registered assigns or successors in interest or order (“Payees”), and in the amounts as set forth in Schedule A
attached hereto, the aggregate principal sum of One Million Eight Hundred and Sixty Thousand ($1,860,000.00) 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 to such account as Payees may from time to time designate by written notice
in accordance with the provisions of this Note. 

 


		1.	Repayment. The principal balance of this Note shall be payable on the earliest to occur of (i) immediately following the
consummation of the Maker’s initial business combination and (ii) the date that the winding up of Maker is effective (such
date, the “Maturity Date”). The principal balance may be prepaid at any time, at the election of Maker. 



 


		2.	Interest. This Note shall be non-interest bearing. 



 


		3.	Application of Payments. All payments received by Payees pursuant to this Note shall be applied
first to the payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, and then 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 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.



 


		(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.



 






     


     


    

 


		5.	Remedies.



 


		(a)	Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payees 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 4(b) and 4(c) hereof, the unpaid
principal balance of this Note and all other amounts payable hereunder, shall automatically and immediately become due and payable,
in all cases without any action on the part of Payees.



 


		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 this Note, all errors, defects and imperfections
in any proceedings instituted by Payees 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 or personal property 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 Payees.



 


		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 Payees, and consents to any and all extensions of time, renewals, waivers,
or modifications that may be granted by Payees 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. 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 and
                                                                (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.



 






     


     


    

 


		9.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW
YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.



 


		10.	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.



 


		11.	Trust Waiver.  Notwithstanding anything herein to the contrary, Payees hereby waive any
claim in or to any distribution of or from the trust account (the “Trust Account”) established in connection with Maker’s
initial public offering (the “IPO”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any claim against the Trust Account for any reason whatsoever; provided, however, that upon the consummation of the initial
business combination, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust
Account.



 


		12.	Amendment; Waiver.  Any amendment hereto or waiver of any provision hereof may be made
with, and only with, the written consent of Maker and Payees.



 


		13.	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; provided, however, that the foregoing shall not apply
to an affiliate of Payees who agrees to be bound to the terms of this Note.



 


[Signature Page Follows]


 


 






     


     


    

 


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.


 


	 	LONGEVITY ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name: Matthew Chen
	 	 	Title: Chairman and Chief Executive Officer