THIS
NOTE AND THE
COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS
NOTE HAVE NOT BEEN
AND WILL NOT
BE REGISTERED WITH THE
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF
ANY STATE PURSUANT TO
AN EXEMPTION FROM REGISTRATION
PROVIDED UNDER THE SECURITIES
ACT OF 1933,
AS AMENDED, AND THERULESANDREGULATIONS
PROMULGATED THEREUNDER (THE 
"1933 ACT”)


 





US
$35,000.00


 





ENDEAVOR
IP, INC.


8%
CONVERTIBLE REDEEMABLE NOTE DUE
JUNE 24, 2015


 


 


FOR
VALUE RECEIVED, Endeavor
IP, Inc. (the
“Company”) promises to
pay to the order
of ADAR BAYS,
LLC and its
authorized successors and
permitted assigns ("Holder"),
the aggregate principal
face amount of
Thirty Five Thousand
Dollars exactly (U.S.
$35,000.00) on June 24,
2015 ("Maturity Date")
and to pay
interest on the
principal amount outstanding
hereunder at the
rate of 8%
per annum commencing
on June 24,
2014. The interest
will be paid
to the Holder in
whose name this
Note is registered
on the records
of the Company
regarding registration and
transfers of this
Note. The principal of,
and interest on,
this Note are
payable at 3411 Indian
Creek Drive, Suite 403, Miami Beach,
FL 33140, initially, and if changed,
last appearing on the records
of the Company
as designated in
writing by the
Holder hereof from time
to time. The Company
will pay each
interest payment and
the outstanding principal
due upon this
Note before or on the Maturity Date, less any amounts required by law to
be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address
appearing on the records of the Company. The forwarding of
such check or wire transfer shall constitute a payment of outstanding principal
hereunder and shall satisfy and discharge
the liability for principal on this Note
to the extent of the sum represented
by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.


 


This
Note is subject
to the following
additional provisions:


 


1.                 
This Note is
exchangeable for an
equal aggregate principal
amount of Notes of
different authorized denominations,
as requested by
the Holder surrendering
the same.


 




    	1



    	 



    

No
service charge will
be made for
such registration or
transfer or exchange,
except that Holder shall
pay any tax
or other governmental
charges payable in
connection therewith.


 


2.                 
The Company
shall be entitled
to withhold from
all payments any
amounts required to be
withheld under applicable
laws.


 


3.                 
This Note may
be transferred or
exchanged only in
compliance with the Securities
Act of 1933,
as amended ("Act"),
and applicable state securities
laws. Any attempted transfer
to a non-qualifying
party shall be
treated by the
Company as void.
Prior to due
presentment for transfer
of this Note,
the Company and
any agent of
the Company may
treat the person in
whose name this
Note is duly
registered on the
Company's records as
the owner hereof
for all other purposes,
whether or not this
Note be overdue,
and neither the
Company nor any
such agent shall be
affected or bound
by notice to
the contrary. Any
Holder of this
Note electing to exercise
the right of
conversion set forth
in Section 4(a)
hereof, in addition
to the requirements set
forth in Section
4(a), and any
prospective transferee of
this Note, also
is required to
give the Company written
confirmation that this Note
is being converted
("Notice of Conversion")
in the form annexed
hereto as Exhibit
A. The date
of receipt (including
receipt by telecopy)
of such Notice of Conversion shall
be the Conversion Date.


 


4.                 
(a)  The Holder
of this Note
is entitled, at
its option, at
any time after 180
days, to convert all or any amount of
the principal face amount of this Note
then outstanding into shares of the
Company's common stock
(the "Common Stock")
without restrictive legend
of any nature, at
a price ("Conversion
Price") for each
share of Common
Stock equal to
55% of the lowest
trading bid price
of the Common
Stock as reported
on the OTCQB
marketplace which the Company’s
shares are traded or
any market upon which
the Common Stock may
be traded in the future
("Exchange"), for the
ten prior trading days
including the day
upon which a
Notice of Conversion is
received by the Company
(provided such Notice of Conversion is
delivered by fax or other electronic
method of communication
to the Company
after 4 P.M.
Eastern Standard or Daylight
Savings Time if
the Holder wishes
to include the
same day closing
price). If the
shares have not been
delivered within 3
business days, the
Notice of Conversion
may be rescinded. Such
conversion shall be
effectuated by the
Company delivering the
shares of Common
Stock to the Holder within
3 business days
of receipt by
the Company of
the Notice of
Conversion. Once the Holder has received
such shares of Common Stock,
the Holder shall surrender this Note
to the Company, executed by
the Holder evidencing
such Holder's intention
to convert this
Note or a specified
portion hereof, and
accompanied by proper
assignment hereof in blank. Accrued,
but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued
on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences
a DTC “Chill” on its shares, the conversion price shall be decreased to 45% instead of 55% while that “Chill”
is in effect.


 


(b)              
Interest on any unpaid principal balance of this Note shall be paid at the
rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest
Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into
Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance
of this Note
to the date
of such notice.




    	2



    	 



    




 


(c)               
The Notes may
be prepaid at
140% of the
face amount plus
any accrued interest. This Note may
not be prepaid after
the 180th day. Such
redemption must be closed
with- in 3 days
of the notice
of redemption or
it shall be
of no effect
and the Company
shall lose the right
to prepay the
Note.


 


(d)              
Upon (i) a
transfer of all
or substantially all
of the assets
of the Company to
any person in
a single transaction
or series of
related transactions, (ii)
a reclassification, capital reorganization
or other change
or exchange of
outstanding shares of
the Common Stock,
other than a forward
or reverse stock
split or stock
dividend, or (iii)
any consolidation or
merger of the Company
with or into
another person or
entity in which
the Company is
not the surviving
entity (other than a
merger which is
effected solely to
change the jurisdiction
of incorporation of
the Company and results
in a reclassification,
conversion or exchange
of outstanding shares
of Common Stock solely
into shares of
Common Stock) (each
of items (i),
(ii) and (iii)
being referred to
as a "Sale
Event"), then, in
each case, the
Company shall, upon
request of the
Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may convert the unpaid principal
amount of this
Note (together with
the amount of accrued
but unpaid interest)
into shares of Common Stock
immediately prior to
such Sale Event at
the Conversion Price.


 


(e)               
In case of any Sale
Event (not to include
a sale of all or
substantially all of the Company’s
assets) in connection
with which this
Note is not
redeemed or converted,
the Company shall cause
effective provision to
be made so
that the Holder
of this Note
shall have the right
thereafter, by converting
this Note, to
purchase or convert
this Note into
the kind and number
of shares of
stock or other
securities or property
(including cash) receivable
upon such reclassification, capital
reorganization or other
change, consolidation or
merger by a
holder of the number
of shares of
Common Stock that
could have been
purchased upon exercise
of the Note and
at the same
Conversion Price, as
defined in this
Note, immediately prior
to such Sale Event.
The foregoing provisions shall similarly apply to
successive Sale Events. If the consideration
received by the
holders of Common
Stock is other
than cash, the
value shall be
as deter- mined by the Board
of Directors of the Company or
successor person or entity acting in
good faith.


 


5.                 
No provision of
this Note shall
alter or impair
the obligation of
the Company, which
is absolute and
unconditional, to pay
the principal of,
and interest on,
this Note at the
time, place, and
rate, and in
the form, herein
prescribed.


 


6.                 
The Company hereby
expressly waives demand
and presentment for
payment, notice of
non-payment, protest, notice
of protest, notice
of dishonor, notice
of acceleration or intent
to accelerate, and
diligence in taking
any action to
collect amounts called
for hereunder and shall
be directly and
primarily liable for
the payment of
all sums owing
and to be
owing hereto.


 


		7.	The
                                         Company agrees
                                         to pay
                                         all costs
                                         and expenses,
                                         including reasonable








    	3



    	 



    

attorneys'
fees and expenses,
which may be
incurred by the
Holder in collecting
any amount due under
this Note.


 


		8.	If
                                         one or
                                         more of
                                         the following
                                         described "Events
                                         of Default"
                                         shall occur:



 


(a)                
The Company shall
default in the
payment of principal
or interest on
this Note or any
other note issued
to the Holder
by the Company;
or


 


(b)                
Any of the
representations or warranties
made by the
Company herein or in
any certificate or
financial or other
written statements heretofore
or hereafter furnished
by or on behalf
of the Company
in connection with
the execution and
delivery of this
Note, or the
Securities Purchase Agreement
under which this
note was issued
shall be false
or misleading in
any respect; or


 


(c)                
The Company shall
fail to perform
or observe, in
any respect, any
covenant, term, provision,
condition, agreement or
obligation of the
Company under this
Note or any other
note issued to
the Holder; or


 


(d)               
The Company shall
(1) become insolvent;
(2) admit in
writing its inability to
pay its debts
generally as they
mature; (3) make
an assignment for
the benefit of
creditors or commence proceedings
for its dissolution;
(4) apply for
or consent to
the appointment of
a trustee, liquidator
or receiver for
its or for
a substantial part
of its property
or business; (5)
file a petition
for bankruptcy relief,
consent to the
filing of such
petition or have
filed against it
an involuntary petition
for bankruptcy relief,
all under federal
or state laws
as applicable; or


 


(e)                
A trustee, liquidator
or receiver shall
be appointed for
the Company or
for a substantial part of
its property or
business without its consent
and shall not
be discharged with- in
sixty (60) days
after such appointment;
or


 


(f)                 
Any governmental agency or
any court of
competent jurisdiction at
the in- stance of
any governmental agency
shall assume custody
or control of
the whole or
any substantial portion
of the properties
or assets of
the Company; or


 


(g)                
One or more money judgments, writs or warrants of attachment, or
similar process, in excess
of fifty
thousand dollars ($50,000)
in the aggregate,
shall be entered
or filed against
the Company or
any of its
properties or other
assets and shall
remain unpaid, unvacated, unbonded
or unstayed for
a period of
fifteen (15) days
or in any
event later than
five (5) days prior
to the date
of any proposed
sale thereunder; or


 


(h)                
The Company shall
have defaulted on
or breached any
term of any
other note of similar
debt instrument into
which the Company
has entered and
failed to cure
such de- fault within
the appropriate grace
period; or


 


(i)                 
The Company shall
have its Common
Stock delisted from
a market (including
the OTCQB marketplace)
or, if the
Common Stock trades
on an exchange,
then trading in the Common
Stock shall be
suspended for more
than 10 consecutive
days;




    	4



    	 



    




 


(j)                 
If a majority
of the members
of the Board
of Directors of
the Company on the
date hereof are
no longer serving
as members of
the Board;


 


(k)                
The Company shall
not deliver to
the Holder the
Common Stock pursuant to
paragraph 4 herein
without restrictive legend
within 3 business
days of its
receipt of a
Notice of Conversion; or


 


(l)                 
The Company shall
not replenish the
reserve set forth
in Section 12,
with- in 3 business
days of the
request of the
Holder; or


 


(m)              
The Company shall
not be “current”
in its filings
with the Securities
and Exchange Commission; or


 


(n)                
The Company shall
lose the “bid”
price for its
stock and a
market (including the
OTCBB marketplace or
other exchange)


 


Then,
or at any
time thereafter, unless
cured within 5
days, and in
each and every
such case, unless
such Event of
Default shall have
been waived in
writing by the
Holder (which waiver
shall not be deemed
to be a
waiver of any
subsequent default) at
the option of
the Holder and
in the Holder's sole
discretion, the Holder
may consider this
Note immediately due
and payable, with- out
presentment, demand, protest
or (further) notice
of any kind
(other than notice
of acceleration), all
of which are
hereby expressly waived,
anything herein or
in any note
or other instruments
contained to the
contrary notwithstanding, and
the Holder may
immediately, and without expiration
of any period
of grace, enforce
any and all
of the Holder's rights
and remedies provided
herein or any
other rights or
remedies afforded by
law. Upon an
Event of Default,
interest shall accrue at a default interest rate of 16% per annum or, if such
rate is usurious or not permitted by
current law, then
at the highest
rate of interest
permitted by law. 
In the event
of a breach of Section 8(k) the
penalty shall be $250 per day the shares are not
issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to
$500 per day beginning
on the 10th day. The
penalty for a
breach of Section
8(n) shall be
an increase of the outstanding principal amounts by 20%.
In case of a breach of Section 8(i), the out- standing principal due under this Note shall increase by 50%. If this Note
is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.


 


If
the Holder shall
commence an action
or proceeding to
enforce any provisions
of this Note,
including, without limitation,
engaging an attorney,
then if the
Holder prevails in
such action, the Holder
shall be reimbursed
by the Company
for its attorneys’
fees and other
costs and expenses incurred
in the investigation,
preparation and prosecution
of such action
or proceeding.


 


9.                 
In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible,
and the validity and enforceability of the remaining provisions of this Note will not in any way
be affected or impaired thereby.



    	5



    	 



    




 


10.             
Neither this Note
nor any term
hereof may be
amended, waived, discharged
or terminated other
than by a
written instrument signed
by the Company
and the Holder.


 


11.             
The Company represents
that it is
not a “shell”
issuer and has
never been a “shell”
issuer or that
if it previously
has been a
“shell” issuer that
at least 12
months have passed since
the Company has
reported form 10
type information indicating
it is no
longer a “shell
issuer. Further. The
Company will instruct
its counsel to
either (i) write
a 144- 3(a(9)
opinion to allow
for salability of
the conversion shares
or (ii) accept
such opinion from
Holder’s counsel.


 


12.            The Company shall
issue irrevocable transfer agent instructions reserving
5,000,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”).
The reserve shall be replenished as needed to allow for conversions of this Note. Upon full
conversion of this Note, any
shares remaining in the Share
Reserve shall be cancelled.
The Company shall pay all costs associated with issuing and delivering the shares.


 


13.             
The Company will
give the Holder
direct notice of
any corporate actions, including
but not limited
to name changes,
stock splits, recapitalizations
etc. This notice
shall be given to
the Holder as
soon as possible
under law.


 


14.             
This Note shall
be governed by
and construed in
accordance with the
laws of New York
applicable to contracts
made and wholly
to be performed
within the State
of New
York and shall
be binding upon
the successors and
assigns of each
party hereto. The
Holder and the Company
hereby mutually waive
trial by jury
and consent to
exclusive jurisdiction and
venue in the courts
of the State
of New York.
This Agreement may
be executed in
counterparts, and the facsimile
transmission of an
executed counterpart to
this Agreement shall
be effective as
an original.




    	6



    	 



    

 


IN
WITNESS WHEREOF, the
Company has caused
this Note to
be duly executed
by an officer
thereunto duly authorized.


 


 Dated:
June 24, 2014


 


 


 ENDEAVOR
IP, INC


 


By: /s/
Ravinder Dhat


 Ravinder
Dhat, Chief Executive
Officer



    	7



    	 



    




  


EXHIBIT
A


  


NOTICE
OF CONVERSION


 


(To
be Executed by
the Registered Holder
in order to
Convert the Note)


 


The
undersigned hereby irrevocably elects to
convert $_____________ of the
above Note into_____________Shares
of Common Stock of
Endeavor IP, Inc.
(“Shares”) according to
the conditions set forth
in such Note,
as of the
date written below.


 


If
Shares are to
be issued in
the name of
a person other
than the undersigned,
the undersigned will pay
all transfer and
other taxes and
charges payable with
respect thereto.


 


Date
 of  Conversion: ___________________


Applicable
Conversion  Price: ___________________


Signature:___________________


[Print
Name of Holder
and Title of
Signer]


Address:
 ___________________


___________________ 


 


SSN
or EIN:___________________


Shares
are to be
registered in the
following name: ___________________


Name:
 ___________________


Address: ___________________


Tel:___________________


Fax: ___________________


SSN or EIN:
___________________


 


Shares
are to be
sent or delivered
to the following
account:


 


Account
Name: ___________________


Address:
___________________ 






    	8