/Docs/G/SeriesSeed-Cooley-CmA/notes/Convertible_Promissory_Note/0.md
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The sale of the securities which are the subject of this Note has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification or in the absence of an exemption from such qualification is unlawful. Prior to acceptance of such consideration by the {_Company}, the rights of all parties to this Note are expressly conditioned upon such qualification being obtained or an exemption from such qualification being available.