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 THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE 
"1933 ACT”)


 


US
$20,000.00


 


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 UNION CAPITAL,
LLC and its
authorized successors and
permitted assigns ("Holder"),
the aggregate principal
face amount of
Twenty Thousand Dollars
exactly (U.S. $20,000.00) on
June 24, 2015 ("Maturity Date") and
to pay interest on the principal amount
outstanding here- under 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 338 Crown
Street, Brooklyn, NY 11225,
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.


 


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 frac- tions 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.


 


(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 and funded within
3 days of
giving notice of
redemption of the
right to redeem
shall be null
and void.


 



    	 



    	 



    

 





(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 un- paid 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 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;


 



    	2



    	 



    

 





(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, un- less
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 permit- ted 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 in- crease of the outstanding principal amounts by 20%. 
In case 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%.


 


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, dis- charged
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
al- low 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 2,700,000
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.


 


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


 




    	3



    	 



    

 


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:



 








    	4