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

   

  	Principal Amount:  $1,000,000	Dated as of August 9, 2019


   

   FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, Trinity Merger Corp., a Delaware corporation (“Maker”), promises to pay to the order of HN Investors LLC or its registered assigns or successors in interest (“Payee”),
    the principal sum of one million Dollars ($1,000,000) or such lesser amount as shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America,. All payments on this Note shall be made by
    check or wire transfer of immediately available funds by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

   

  1.    Principal. The entire unpaid principal balance under this Note shall be payable on the earlier of: (i) the closing of Maker’s initial
    business combination, or (ii) Maker’s liquidation prior to consummation of Maker’s initial business combination (such earlier date, the “Maturity Date”). Any outstanding principal balance to date due under this Note may be prepaid at any time.
    Under no circumstances shall any individual, including but not limited to any officer, director, employee, or stockholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.

   

  2.    Interest. No interest shall accrue on any outstanding principal balance under 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 any principal amount when 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, or 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, or 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, 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 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, 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.

   

  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. All notices, statements or other documents which are required or contemplated by this Note shall be in writing and delivered:
    (i) personally, (ii) sent by first class registered or certified mail, postage prepaid, return receipt requested, or (iii) overnight courier service. Any notice or other communication so transmitted shall be deemed to have been given on the day of
    delivery, if delivered personally, 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 CONFLICT OF LAW
    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, 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 established by Maker in which the proceeds of the initial public offering of Maker’s securities (the “IPO”) conducted by Maker (including the deferred underwriters discounts
    and commissions) and the proceeds of the sale of the warrants issued by Maker in a private placement simultaneously with the IPO were deposited, as described in greater detail in the Maker’s Annual Report on Form 10-K filed with the Securities and
    Exchange Commission on March 15, 2019, and hereby agrees not to seek recourse, reimbursement, payment, or satisfaction for any Claim against the trust account for any reason whatsoever.

   

  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
    Payee.

   

  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.

   

  [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.

   

  	 	TRINITY MERGER CORP.,

          a Delaware corporation
			 
	 	By:	/s/ Sean A. Hehir
	 	 	
          Name: Sean A. Hehir

          Title:   President & Chief Executive Officer

        


   

  
  

  [Signature Page to Promissory Note]