/Docs/G/SeriesSeed-Cooley-CmA/notes/Convertible_Promissory_Note/0.md
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BASIC TERMS

1. Series of Notes
   This convertible promissory note (the "{DefT.Note}") is issued as part of a series of notes designated by the Note Series above (collectively, the "{DefT.Notes}"), and having an aggregate principal amount not to exceed {Note.Total.Principal.$} and issued in a series of multiple closings to certain persons and entities (collectively, the "{DefT.Holders}"). The {_Company} shall maintain a ledger of all Holders.
2. Payments
   All payments of interest and principal shall be in lawful money of the United States of America and shall be made pro rata among all Holders. All payments shall be applied first to accrued interest, and thereafter to principal.
3. Prepayment
   The {_Company} may not prepay this Note prior to the Maturity Date without the consent of the Holders of a majority of the outstanding principal amount of the Notes (the "{DefT.Majority_Holders}").
4. Most Favored Nations
   If, while this Note is outstanding, the {_Company} issues other indebtedness of the {_Company} convertible into equity securities of the {_Company}, or amends any existing indebtedness convertible into equity securities of the {_Company}, and such newly issued or amended indebtedness would have material terms that are more favorable, from the perspective of the Holder (the "{DefT.Other_Debt}"), than the terms of this Note, then the {_Company} will provide the Holder with written notice thereof, together with a copy of all documentation relating to the {_Other_Debt} and, upon request of the Holder, any additional information related to the {_Other_Debt} as may be reasonably requested by the Holder. The {_Company} will provide such notice to the Holder promptly (and in any event within 30 days) following the issuance of the {_Other_Debt}. In the event the Holder determines that the terms of the {_Other_Debt} are preferable to the terms of this Note, the Holder will notify the {_Company} in writing within five days following the Holder's receipt of such notice from the {_Company}. Promptly after receipt of such written notice from the Holder, but in any event within 30 days, the {_Company} will amend and restate this Note to be substantially identical to the promissory note evidencing the {_Other_Debt}, excluding the principal and unpaid accrued interest.