Exhibit 10.4


 


THIS PROMISSORY NOTE (“NOTE”) AND
THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE.  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 AND APPLICABLE STATE SECURITIES
LAWS 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 $1,500,000.00	March 25,
2022






 


Thunder Bridge Capital Partners
IV Inc., a Delaware corporation (“Maker”), promises to pay to the order of TBCP IV, LLC or its registered assigns
or successors in interest or order (“Payee”), the principal sum of up to One Million Five Hundred Thousand Dollars
($1,500,000.00 or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity
Date (as defined below)) 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 Payee 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) the date on which Maker consummates its 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.	Drawdown Requests. Maker and Payee agree that Maker may request from time to time up to One Million
Five Hundred Thousand Dollars ($1,500,000.00) for costs reasonably related to Maker’s consummation of an initial business combination
and for working capital purposes. The principal of this Note may be drawn down from time to time until the date on which Maker consummates
its initial business combination, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown
Request must state the amount to be drawn down, and must be in multiples of not less than Ten Thousand Dollars ($10,000) unless agreed
upon by Maker and Payee. Payee, in its sole discretion, 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 shall not exceed One Million
Five Hundred Thousand Dollars ($1,500,000.00). Once an amount is drawn down under this Note, it shall not be available for future Drawdown
Requests even if prepaid. Except as set forth herein, no fees, payments or other amounts shall be due to Payee in connection with, or
as a result of, any Drawdown Request by Maker.



 


		4.	Application of Payments. All payments received by Payee 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.



 


		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 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.


 


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) 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
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 this 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 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 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: (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.


 






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10. 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.


 


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, Payee hereby waives 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.


 


13. 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.


 


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


 


15. Optional
Conversion Into Units


 


(a) At
the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert all
or any portion of this Note into that number of units (the “Conversion Units”) equal to: (i) the portion
of the principal amount of the Note being converted pursuant to this Section 15, divided by (ii) $10.00, rounded down to the nearest whole
number. Each Conversion Unit shall have the same terms and conditions as the units issued by the Maker pursuant to a private placement
to Payee, as described in Maker’s Registration Statement on Form S-1 (No. 333-252109), including the transfer restrictions applicable
thereto. The Conversion Units, the common stock underlying the Conversion Units, the warrants underlying the Conversion Units and any
other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection
with a combination of stock, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights
set forth in that certain registration rights agreement between the Maker and the parties thereto, dated as of February 4, 2021.


 


(b) Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted
portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker
or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver a new duly
executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for
all or any portion of the surrendered Note, Maker shall, within five (5) business days following receipt by Maker of Payee’s election
to convert this Note pursuant to this Section 15, deliver to Payee the Conversion Units, which shall bear such legends as are required,
in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws.


 


(c) The
Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon
conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes resulting
from any transfer requested by the Payee in connection with any such conversion.


 


(d) The
Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


[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.


 


	 	THUNDER BRIDGE Capital Partners IV Inc.
	 	 
	 	By: 	/s/ Gary A. Simanson
	 	Name:  	Gary A. Simanson
	 	Title: 	Chief Executive Officer



 


 


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