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
UNDER THE SECURITIES
ACT OF 1933, AS
AMENDED, AND THE
RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE
"1933 ACT”)


 


 


US
$35,000.00


 


 


ENDEAVOR
IP, INC.


8%
CONVERTIBLE REDEEMABLE NOTE DUE
JUNE 24, 2015


BACK
END NOTE


 


 


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
Five Hundred Dollars
exactly (U.S. $35,000.00) on
June 24, 2015
("Maturity Date") and
to pay interest
on the principal
amount out- standing 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. 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.



    	1



    	 



    




 


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"). The
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)               
This Note may
not be prepaid,
except that if
the $35,000 Rule
144 convertible redeemable note issued
by the Company
of even date
herewith is redeemed
by the Company within
6 months of
the issuance date
of such Note,
all obligations of
the Company under this
Note and all
obligations of the
Holder under the
Holder issued Back
End Note will
be automatically be
deemed satisfied and
this Note and
the Holder issued
Back End Note
will be automatically
be deemed cancelled
and of no
further force or
effect.


 


(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 re-ferred 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.



    	3



    	 



    




 


7.                 
The Company agrees
to pay all
costs and expenses,
including reasonable 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 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 and
not cure such
breach within 10
days; 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 one hundred
thousand dollars ($100,000)
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 


4




    	 



    	 



    

(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;


 


		(j)	Intentionally
                                         Deleted;



 


(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 5 business
days of the
request of the
Holder ; or


 


(m)                
The Company Common
Stock has a
bid price of
less than $0.02
per share for at
least 5 consecutive
trading days; or


 


(n)                
The aggregate dollar
trading volume of
the Company’s Common
Stock is less than
fifty thousand dollars
($50,000.00) in any
5 consecutive trading
days; or


 


(o)                
The Company shall
cease to be
“current” in its
filings with the
Securities and Exchange Commission;
or.


 


(p)    
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 (except for
8(m) and 8(n)
which are incurable
de- faults, the sole
remedy of which
is to allow
the Holder to
cancel both this
Note and the
Holder Issued Note, 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, without
presentment, demand, protest
or (fur- ther) 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, en- force 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 be
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. Further, if
the Note becomes due
and payable, the
Holder may use the outstanding principal and interest due under the Note to
offset any payment obligations it may have to
the Company. In the
event of a breach of
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.
Once cash funded, the penalty for a breach of Section 8(p) shall be an increase of the outstanding principal amounts
by 20%. Once cash funded, in the event of a breach of Section 8(i), the outstanding
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%.



    	4



    	 



    




 


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.


 


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.             
Prior to cash
funding of this
Note, The Company
will issue irrevocable transfer
agent instructions reserving 3x
the number of
shares of Common
Stock necessary to
allow the holder
to convert this
note based on
the discounted conversion
price set forth
in Section 4(a) herewith.
The reserve shall
be replenished as
needed to allow
for conversions of
this Note. Upon full
conversion of this
Note, the reserve
representing this Note
shall be cancelled.
The Company will pay
all transfer agent
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.


 







    	 



    	 



    

 


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




    	5



    	 



    

 


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:
___________________ 



    	6