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“The notes” vs “the terms of the notes” is semantics. They’re inseparable when talking about specific instances. That’s like arguing that a story isn’t bad because it’s REALLY the individual elements of a story that are bad, leading to the whole thing being bad. Doesn’t matter though.

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I think you are missing the main issue I am driving at. Since it did not come across, let me make it more explicit, in the spirit of trying to be constructive.

The note may not have been bad if it was the best means of raising money at that time. One could have removed the most damaging consequence of the note by changing the word "minimum" to "average" if it would have been noticed and negotiated for. Unfortunately, we do not know if this happened. If this did not happen, we may repeat this, similar or worse mistakes in the future fundraising. And, they will be coming.

If indeed this toxic word was not noticed and change was not negotiated, it points to a) lack of management expertise and b) lack of board supervision or expertise. Both of these issues need to be addressed before the next financing rounds.