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Payments of interest and principal must be made in lawful U.S. money and are applied first to accrued interest, then to principal. Interest accrues from the note date, compounds semi-annually, and is calculated using a 365-day year. Principal becomes payable upon the earlier of a holder demand after the specified post-issuance period or a stated maturity date, subject to subordination.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":36,"@type":70,"position":76},"https://docshare.wps.com/template/forms/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/cooley-go-form-of-secured-promissory-note/175813/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/cooley-go-form-of-secured-promissory-note/175813.png","ImageObject",442,249,{"name":88,"@type":89},"8796093062539","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/vnd.openxmlformats-officedocument.wordprocessingml.document","2026-10-27","2026-09-02",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",13,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"How are payments of interest and principal applied under the note?","Question",{"text":109,"@type":110},"All payments are applied first to accrued interest and thereafter to principal.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"When does interest start and how is it computed?",{"text":114,"@type":110},"Interest commences with and includes the note date and continues until paid. Interest is computed on a 365-day year and compounds semi-annually.",{"name":116,"@type":107,"acceptedAnswer":117},"What events can trigger acceleration of repayment?",{"text":118,"@type":110},"An Event of Default, including failure to pay due amounts, bankruptcy-related actions, or challenges/invalidity of the security interest, can cause acceleration upon holder election and notice as stated.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},175813,1791042496,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":60,"doc_module":9,"category_id":35,"category_name":36,"doc_title":59,"doc_description":61,"doc_content":130,"file_id":131,"file_url":132,"file_type":133,"file_size":134,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":135,"language":136,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":137,"faqs":138,"seo_title":139,"seo_description":61,"update_tm":140,"read_time":76},8796093062539,"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE UNDER SUCH LAWS AND ANY SUCH TRANSFER OR RESALE MAY REQUIRE COMPLIANCE WITH THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.\nTHIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY MAY BE OR MAY BECOME SUBORDINATED IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED BELOW); AND THE HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO EXECUTE AND BE BOUND BY THE PROVISIONS OF ANY SUCH SUBORDINATION AGREEMENT.\n[THIS NOTE IS CONSIDERED TO HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR PURPOSES OF SECTIONS 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). FOR INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE, AMOUNT OF OID PER US$1,000 OF PRINCIPAL AMOUNT AND YIELD TO MATURITY FOR PURPOSES OF THE OID RULES, PLEASE CONTACT [FINANCIAL OFFICER] OF BORROWER, AT [LEGAL ADDRESS], EMAIL: [______________].]\nSECURED PROMISSORY NOTE\nFor value received, [           ], a Delaware corporation (the “Company” or the “Borrower”), promises to pay to the undersigned holder or such party’s assigns in accordance with Section 3(c) hereof (the “Holder”) the principal amount set forth above with interest on the outstanding principal amount at a rate equal to [4.45]% per annum, or the maximum rate permissible by law, whichever is less. Interest shall commence with and include the date hereof and shall continue on the unpaid outstanding principal amount on this note (the “Note”) until paid. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed and shall compound semi-annually. Subject to any Subordination Agreement, all interest and principal, unless previously prepaid, shall be due and payable upon the earlier of (i) written demand by the Holder on or after the date that is [30] days after the date hereof or (ii) [183] days after the date of this Note (such date, the “Maturity Date”).\nBasic Terms.\nPayments. All payments of interest and principal on this Note shall be in lawful money of the United States of America and shall be made to the Holder. All payments shall be applied first to accrued interest, and thereafter to principal.\nPrepayment. The Borrower may prepay this Note in whole or in part at any time without the consent of the Holder, together with all accrued but unpaid interest and the other amounts due hereunder in respect of the amount prepaid, without premium or penalty.  Borrower shall promptly repay this Note with the net cash proceeds from the issuance of equity securities of the Borrower issued in connection with any bona fide financing.\nPurpose.  The Borrower intends to use the proceeds other than for personal, family or household purposes.\nAcknowledgement.  The Borrower and the Holder acknowledge and agree that this Note is intended to qualify as a “commercial bridge loan” to the extent that Holder and/or this Note are subject to the California Financing Law (\u0013 HYPERLINK \"https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=FIN&division=9.&title=&part=&chapter=&article=&nodetreepath=21\" \u0014Fin. Code, § 22000 et seq.\u0015).\nEvents of Default. If there shall be any Event of Default (as defined below) hereunder, subject to the terms of any Subordination Agreement, at the option and upon the declaration of the Holder and upon written notice to the Borrower (which election and notice shall not be required in the case of an Event of Default under subsection (ii) or (iii) below), this Note shall accelerate and all principal and unpaid accrued i","cbCaif3uKrF3etQp","https://ap.wps.com/l/cbCaif3uKrF3etQp","docx",54323,8,"English","# Basic Terms\n## Payments\n## Prepayment\n## Purpose\n## Acknowledgement\n## Events of Default\n# Miscellaneous Provisions\n## Waivers\n## Further Assurances\n## Transfers of Note","[{\"question\":\"How are payments of interest and principal applied under the note?\",\"answer\":\"All payments are applied first to accrued interest and thereafter to principal.\"},{\"question\":\"When does interest start and how is it computed?\",\"answer\":\"Interest commences with and includes the note date and continues until paid. Interest is computed on a 365-day year and compounds semi-annually.\"},{\"question\":\"What events can trigger acceleration of repayment?\",\"answer\":\"An Event of Default, including failure to pay due amounts, bankruptcy-related actions, or challenges/invalidity of the security interest, can cause acceleration upon holder election and notice as stated.\"}]","Cooley-GO-Form-of-Secured-Promissory-Note | DOCX",1788321921]