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Exhibit 10.1
CONVERTIBLE PROMISSORY NOTE
FOR
VALUE RECEIVED, the undersigned, VoIP, INC., a Texas
corporation (the "Company"), promises to pay to the order of
ALPHA CAPITAL ANSALT, or its successors or assigns ("Holder"),
at 551 Fifth Avenue, Suite 1601, New York, New York 10176, 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:
| 5. |
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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| 6. |
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 Compan
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