PROMISSORY NOTE


 





	$______________	 	As of ________________










 


Trio Merger Corp. (“Maker”)
promises to pay to the order of Eric S. Rosenfeld (“Payee”) the principal sum of _____________ Dollars and No Cents
($____________) in lawful money of the United States of America, on the terms and conditions described below. This Note supersedes
and replaces all outstanding notes from Maker to Payee.


 


1.           Principal.
The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger, capital stock exchange,
asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”).


 


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 Federal 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 Federal 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 60 consecutive days.


 




    	 



    	 



    

 


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) and 4(c), 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.           Conversion.
Upon consummation of a Business Combination, the Holder shall have the option, but not the obligation, to convert the principal
balance of this Note, in whole or in part at the option of the Holder, into warrants (“Warrants”) of the Maker at a
price of $0.50 per Warrant; provided, however, that the Holder shall be permitted to convert this Note only if the stockholders
of the Company or the target business in any such Business Combination, whichever may be required in connection with such Business
Combination, have approved the issuance of the Warrants to the Holder if such approval is necessary under applicable rules. The
Warrants will be identical to the “insider warrants” (as such term is defined in the Maker’s final prospectus
for its initial public offering, dated June 21, 2011). As promptly after notice by Holder to Maker to convert the principal balance
of this Note, which must be made at least 24 hours prior to the consummation of the Business Combination, as reasonably practicable
and after Holder’s surrender of this Note, Maker shall have issued and delivered to Holder, without any charge to Holder,
a certificate or certificates (issued in the name(s) requested by Holder) for the number of Warrants of Maker issuable upon the
conversion of this Note.


 


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, 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.


 


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 agree that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them or affecting their liability hereunder.


 




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9.           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:


 


Trio Merger Corp.


777 Third Avenue, 37th Floor


New York, New York 10017


 


If to Payee:


 


Eric S. Rosenfeld


c/o Trio Merger Corp.


777 Third Avenue, 37th
Floor


New York, New York 10017


 


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.


 


10.          Construction.
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 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.


 




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IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Financial Officer the day and
year first above written.


 


	 	TRIO MERGER CORP.
	 	 
	 	By:	 
	 	 	Name: David D. Sgro
	 	 	Title: Chief Financial Officer


 




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