Exhibit 10.4


 


PROMISSORY NOTE


 


	$62,500	As of ____________, 2013


 


MedWorth Acquisition Corp., a Delaware corporation
(“Maker”), promises to pay to the order of ______ (“Payee”) the principal sum of Sixty-two Thousand Five
Hundred Dollars and No Cents ($62,500.00) in lawful money of the United States of America, on the terms and conditions described
below.


 


1. Principal.
The principal balance of this Promissory Note (the “Note”) shall be repayable on the earlier of (i) the date on which
Maker consummates an initial public offering of its securities (“IPO”) or (ii) the date on which Maker determines to
not proceed with such IPO.


 


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 attorneys’ 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 Events 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
Bankruptcy, Etc. The commencement by Maker of a voluntary case under the U.S. Bankruptcy Code, as now constituted or hereafter
amended, or any other applicable federal or state 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 the U.S. Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state
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 sixty (60) consecutive days.


 






    	 



    	 



    

 


(d) Cross
Default. Maker shall have defaulted under that certain promissory note of even date herewith in the principal amount of $62,500
made in favor of ______________ (the “Additional Payee”).


 


5. Remedies.


 


(a) Upon
the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be
due and payable, whereupon the 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), 4(c) or 4(d), the unpaid principal balance of, 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.


 


7. Unconditional
Liability. Maker 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 or the Additional 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 agree that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or affecting their 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,
(iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


		If to Maker:	MedWorth Acquisition Corp.



999 Brickell Avenue


Suite 800


Miami, FL 33131


Fascimile: 305-395-5219


cfistel@medworthgroup.com


 



    	 



    	 



    

 


		If to Payee:	_______________________



_______________________


_______________________


 


Notice shall be deemed given on the earlier
of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date
on which an e-mail transmission was received by the receiving party’s on-line access provider, (iv) the date reflected on
a signed delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by express mail or delivery service.


 


9. Governing
Law. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of
laws, of the State of Florida .


 


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.


 


IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed by its duly authorized officer effective as of the day and year
first above written.


 


 


	 	MEDWORTH ACQUISITION CORP.
	 	 
	 	 
	 	By: 	 
	 	Name:	
	 	Title: