THIS
NOTE HAS NOT
BEEN REGISTERED UNDER
THE SECURITIES ACT
OF 1933, AS AMENDED
(THE "ACT"), OR
UNDER THE SECURITIES
LAWS OF CERTAIN
STATES. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE
AND MAY NOT
BE TRANSFERRED OR
RESOLD EXCEPT AS
PERMITTED UNDER
THE ACT AND
THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT
TO REGISTRATION OR EXEMPTION
THEREFROM. LENDERS SHOULD
BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


UNION CAPITAL,
LLC 

COLLATERALIZED SECURED
PROMISSORY NOTE


BACK
END NOTE


 


	$20,000.00	Brooklyn,
    NY
	 	June
    24, 2014


 


1.                                         
Principal and Interest


 


FOR
VALUE RECEIVED, Union
Capital, LLC, a
New York Limited
Liability Company (the "Company")
hereby absolutely and
unconditionally promises to
pay to Endeavor
IP, Inc (the “Lender"),
or order, the
principal amount of
Twenty Thousand Dollars
($20,000) no later
than February 24, 2015, unless the Lender does
not meet the “current information requirements” required under
Rule 144 of
the Securities Act
of 1933, as
amended, in which
case the Company
may declare the offsetting
note issued by
the Lender on
the same date
herewith to be
in Default (as
defined in that note)
and cross cancel
its payment obligations
under this Note
as well as
the Lenders payment obligations
under the offsetting note. This Full
Recourse Note shall bear
simple interest at the
rate of 8%.


 


2.                                         
Repayments and Prepayments;
Security.


 


a.                         
All principal under
this Note shall
be due and
payable no later
than February 24, 2015,
unless the Lender
does not meet
the “current information
requirements” required under Rule 144
of the Securities
Act of 1933,
as amended, in
which case the
Company may declare
the offsetting note issued
by the Lender
on the same
date herewith to
be in Default
(as defined in
that note) and cross
cancel its payment
obligations under this
Note as well
as the Lenders
payment obligations under the offsetting
note.


 


b.                        
The Company may
pay this Note
at any time.
This note may
not be assigned by
the Lender, except
by operation of
law.


 


c.                         
This Note shall
initially be secured
by the pledge
of the $20,000.00
8% convertible promissory note issued
to the Company
by the Lender
on even date
herewith (the “Lender Note”).
The Company may exchange
this collateral for
other collateral with
an appraised value
of at least
$20,000.00, by
providing 3 days
prior written notice
to the Lender.
If the Lender
does not object
to the substitution
of collateral in
that 3 day
period, such substitution
of collateral shall
be deemed to
have been accepted
by the Lender.
All collateral shall be retained by New Venture Attorneys, P.C., which shall
act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under the
Lender Note until it has made full cash payment for the portion of the Lender Note being converted.


 





__________


Lender Initials
to Acceptance of
bolded section above.


 


 





3.                                         
Events of Default;
Acceleration.


 


a.                  
The principal amount
of this Note
is subject to
prepayment in whole
or in part
upon the occurrence and
during the continuance
of any of
the following events
(each, an “Event
of Default”): the initiation of
any bankruptcy, insolvency,
moratorium, receivership or reorganization
by or against
the Company, or
a general assignment
of assets by
the Company for
the benefit of creditors.
Upon the occurrence
of any Event
of Default, the
entire unpaid principal
balance of this Note
and all of
the unpaid interest accrued
thereon shall be
immediately due and
payable. The Company may
offset amounts due to the Lender
under this Note by similar
amounts that may be due to
the Company by
the Lender resulting
from breaches under
the Lender Note.


 


b.                  
No remedy herein
conferred upon the
Lender is intended
to be exclusive
of any other remedy
and each and
every remedy shall
be cumulative and
in addition to
every other remedy hereunder,
now or hereafter
existing at law
or in equity
or otherwise. The
Company accepts and agrees
that this Note
is a full
recourse note and
that the Holder
may exercise any
and all remedies available
to it under
law.


 



    	 



    	 



    

 





4.                                         
Notices.


 


a.
All notices, reports and
other communications required
or permitted hereunder
shall be in writing
and may be
delivered in person,
by telecopy with
written confirmation, overnight delivery
service or U.S.
mail, in which
event it may
be mailed by
first-class, certified or
registered, postage prepaid, addressed (i)
if to a
Lender, at such
Lender’s address as
the Lender shall
have furnished the Company
in writing and
(ii) if to
the Company at
such address as
the Company shall have
furnished the Lender(s)
in writing.


 


b.Each
such notice, report
or other communication
shall for all
purposes under this Note
be treated as
effective or having
been given when
delivered if delivered
personally or, if
sent by mail, at
the earlier of
its receipt or
72 hours after
the same has
been deposited in
a regularly maintained receptacle
for the deposit
of the United
States mail, addressed
and mailed as
aforesaid, or, if sent
by electronic communication
with confirmation, upon
the delivery of
electronic communication.


 


5.                                         
Miscellaneous.


 


a.                  
Neither this Note
nor any provisions
hereof may be
changed, waived, discharged
or terminated orally, but only
by a signed
statement in writing.


 


b.                  
No failure or
delay by the
Lender to exercise
any right hereunder
shall operate as
a waiver thereof, nor
shall any single
or partial exercise
of any right,
power or privilege
preclude any other right,
power or privilege.
The provisions of
this Note are
severable and if
any one provision hereof
shall be held
invalid or unenforceable
in whole or
in part in
any jurisdiction, such
invalidity or unenforceability shall affect
only such provision
in such jurisdiction.
This Note expresses
the entire understanding of the
parties with respect
to the transactions
contemplated hereby. The Company
and every endorser and guarantor of this Note regardless of the time, order or place of signing hereby waives
presentment, demand, protest and notice
of every kind, and assents to any
extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral,
and to the addition or release of any other party or person primarily or secondarily liable.


 


c.                  
If Lender retains an attorney
for collection of this Note, or
if any suit or
proceeding is brought for the recovery
of all, or
any part of,
or for protection
of the indebtedness
respected by this Note,
then the Company
agrees to pay
all costs and
expenses of the
suit or proceeding,
or any appeal thereof,
incurred by the
Lender, including without
limitation, reasonable attorneys'
fees.


 


d.                 
This Note shall
for all purposes
be governed by,
and construed in
accordance with the laws
of the State
of New York
(without reference to
conflict of laws).


 


e.                  
This Note shall
be binding upon
the Company's successors
and assigns, and
shall inure to the
benefit of the
Lender's successors and
assigns.


 


IN
WITNESS WHEREOF, the
Company has caused
this Note to
be executed by
its duly authorized officer
to take effect
as of the
date first hereinabove
written.


 


 


UNION CAPITAL,
LLC


 


By:
/s/ Authorized Signatory


 


Title:


 


APPROVED:


 


 


Endeavor
IP, Inc.


 


By: /s/
Ravinder Dhat


 


Title: C.E.O.


 








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