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Exhibit 10.3
CONVERTIBLE PROMISSORY NOTE
FOR
VALUE RECEIVED, the undersigned, VoIP, INC., a Texas
corporation (the "Company"), promises to pay to the order of
WHALEHAVEN CAPITAL FUND LIMITED, or its successors or assigns
("Holder"), at 3
rd Floor,
14 Par-Laville Road, Hamilton, Bermuda HM08, or at such other place
as the Holder may designate in writing to the Company, in lawful
money of the United States of America, the principal sum of Eighty
Three Thousand Three Hundred Thirty Three Dollars and Thirty Three
Cents ($83,333.33), payable at the earlier of any of the following
events or dates:
| 11. |
The
Company’s closing and funding of a financing agreement that
nets a minimum receipt of $1,000,000 cash; or
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| 12. |
The
Company’s first substantial receipt of cash related to
revenue generated from a major new customer.
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In
the event that the Company fails to repay this promissory note
(this “Note”) upon the occurrence of one of the
above three conditions, the Holder may, at its option,
formally declare the Company to be in default hereunder. In
that event, this Note shall become immediately convertible in
whole or in part, at Holder’s option, into shares of the
Company’s common stock, par value $0.001 per share, at
the conversion rate of the lesser of: (a) $0.08 per share; or
(b) a 30% discount to the average of the closing market price
of the Company’s c
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