EXHIBIT
10.13
CONVERTIBLE PROMISSORY NOTE
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$250,000.00
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August 17, 2007
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FOR
THE AMOUNT OF TWO HUNDRED THOUSAND DOLLARS ($200,000.00) CASH
RECEIVED, the undersigned, VoIP, INC., a Texas corporation
(the "Company"), promises to pay to the order of
CARRIE
ANGEL ,
or its successors or assigns ("Holder"), at such place as the
Holder may designate in writing to the Company, in lawful
money of the United States of America, the principal sum of
Two Hundred Fifty Thousand Dollars ($250,000.00), due and
payable on September 1, 2007.
In
the event that the Company fails to repay this promissory note
(this “Note”) when due, 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 free-trading shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”), at
the conversion rate of the lesser of: (a) $1.60 per share
(post-reverse split); or (b) a 50% discount to the average of
the closing market price of the Company’s common stock
over the five trading days immediately preceding such
conversion. In that event, the Company will use its best
efforts to effect the free-trading shares through a 3(a)(10)
settlement.
Holder
shall also be entitled to receive 5-year warrants
(“Warrants”) to purchase available shares of the
Company’s common stock exercisable at $1.60 per warrant
share (the “Exercise Price”). The number of
warrants Holder shall receive will be based upon the amount
due under this Note as of the Maturity Date divided by the
Exercise Price, and the warrants shall contain a cashless
exercise feature.
So
long as the Warrants are outstanding, if the Company shall
issue or agree to issue any shares of Common Stock for a
consideration less than the Exerc
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