SECURED
CONVERTIBLE PROMISSORY NOTE


 





	Effective Date: July 16, 2014	U.S. $279,000.00



  


FOR
VALUE RECEIVED, Endeavor IP, Inc., a Nevada corporation (“Borrower”),
promises to pay to Typenex Co-Investment, LLC, a Utah limited liability company,
or its successors or assigns (“Lender”), $279,000.00 and any interest, fees, charges, and late fees on the
date that is seventeen (17) months after the Purchase Price Date (as defined below) (the “Maturity Date”) in
accordance with the terms set forth herein and to pay interest on the Outstanding Balance (as defined below) (including all Tranches
(as defined below), both Conversion Eligible Tranches (as defined below) and Subsequent Tranches (as defined below) that have
not yet become Conversion Eligible Tranches) at the rate of eight percent (8%) per annum from the Purchase Price Date until the
same is paid in full. This Secured Convertible Promissory Note (this “Note”) is issued and made effective as
of July 16, 2014 (the “Effective Date”). For purposes hereof, the “Outstanding Balance”
of this Note means, as of any date of determination, the Purchase Price (as defined below), as reduced or increased, as the case
may be, pursuant to the terms hereof for redemption, conversion, offset, or otherwise, plus any original issue discount (“OID”),
the Transaction Expense Amount (as defined below), accrued but unpaid interest, collection and enforcements costs (including attorneys’
fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related to Conversions (as defined below), and
any other fees or charges (including without limitation late charges) incurred under this Note. This Note is issued pursuant to
that certain Securities Purchase Agreement dated July 16, 2014, as the same may be amended from time to time (the “Purchase
Agreement”), by and between Borrower and Lender. All interest calculations hereunder shall be computed on the basis
of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance
with the terms of this Note. Certain capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto
in the Purchase Agreement. Certain other capitalized terms used herein are defined in Attachment 1 attached hereto and
incorporated herein by this reference.


 


This
Note carries an OID of $25,000.00. In addition, Borrower agrees to pay $4,000.00 to Lender to cover Lender’s legal fees,
accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this
Note (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of
this Note. The purchase price for this Note and the Warrant (as defined in the Purchase Agreement) shall be $250,000.00 (the “Purchase
Price”), computed as follows: $279,000.00 original principal balance, less the OID, less the Transaction Expense Amount.
The Purchase Price shall be payable by delivery to Borrower at Closing of the Investor Notes, and a wire transfer of immediately
available funds in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement). For purposes hereof,
the term “Purchase Price Date” means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.


 


Notwithstanding
any other provision contained in this Note, the conversion by Lender of any portion of the Outstanding Balance shall only be exercisable
in five (5) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $114,000.00
and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction
Documents (as defined in the Purchase Agreement) (the “Initial Tranche”), and (ii) four (4) additional
Tranches, each in the amount of $41,250.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the
terms of this Note and the other Transaction Documents (each, a “Subsequent Tranche”). The Initial Tranche
shall correspond to the Initial Cash Purchase Price, the OID and the Transaction Expense Amount, and may be converted any time
subsequent to the Purchase Price Date. The first Subsequent the second Subsequent the Investor Notes costs, fees or charges.


 


1.                 
Payment; Prepayment. Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall
pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8.
All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below),
as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments shall be applied
first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter,
to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined below)
or an Installment Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered and
so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared), then Borrower
shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding
Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional Prepayment
Notice”) shall be delivered to Lender at its registered address and shall state: (y) that Borrower is exercising its
right to prepay this Note, and (z) the date of prepayment, which shall be not less than five (5) Trading Days from the date of
the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), Borrower
shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by
Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an
amount in cash (the “Optional Prepayment Amount”) equal to 125% (the “Prepayment Premium”)
multiplied by the then Outstanding Balance of this Note. In the event Borrower delivers the Optional Prepayment Amount to Lender
prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender as set forth herein without
Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been paid to Lender until the
Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will automatically be added
to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender. In addition, if
Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading
Days following the Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note pursuant to this section.


 





2.                 
Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended from
time to time (the “Security Agreement”), executed by Borrower in favor of Lender encumbering the Investor Notes,
as more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and
made a part of this Note.


 


3.                 
Lender Optional Conversion.


 


3.1.           
Lender Conversion Price. Subject to adjustment as set forth in this Note, the conversion price for each Lender Conversion
(as defined below) shall be $0.06 (the “Lender Conversion Price”).


 


3.2.           
Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been
paid in full, including without limitation (i) until any Optional Prepayment Date (even if Lender has received an Optional Prepayment
Notice) or at any time thereafter with respect to any amount that is not prepaid, and (ii) during or after any Fundamental Default
Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a “Lender Conversion”)
all or any part of the Outstanding Balance into shares (“Lender Conversion Shares”) of fully paid and
non-assessable common stock, $0.0001 par value per share (“Common Stock”), of Borrower as per the following
conversion formula: the number of Lender Conversion Shares equals the amount being converted (the “Conversion Amount”)
divided by the Lender Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Lender
Conversion Notice”) may be effectively delivered to Borrower by any method of Lender’s choice (including but not
limited to facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and
not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender
in accordance with Section 9 below within three (3) Trading Days of Lender’s delivery of the Lender Conversion Notice
to Borrower.


 



    	 



    	 



    

 





3.3.           
Application to Installments. Notwithstanding anything to the contrary herein, including without limitation Section 8 hereof,
Lender may, in its sole discretion, apply all or any portion of any Lender Conversion toward any Installment Conversion (as defined
below), even if such Installment Conversion is pending, as determined in Lender’s sole discretion, by delivering written
notice of such election (which notice may be included as part of the applicable Lender Conversion Notice) to Borrower at any date
on or prior to the applicable Installment Date. In such event, Borrower may not elect to allocate such portion of the Installment
Amount being paid pursuant to this Section 3.3 in the manner prescribed in Section 8.3; rather, Borrower must reduce the applicable
Installment Amount by the Conversion Amount described in this Section 3.3.


 


4.                 
Defaults and Remedies.


 


4.1.           
Defaults. The following are events of default under this Note (each, an “Event of Default”): (i) Borrower
shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver
any Lender Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Installment Conversion
Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) Borrower shall fail
to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder; or (v) a receiver,
trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall
remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (vi) Borrower shall
become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to
applicable grace periods, if any; or (vii) Borrower shall make a general assignment for the benefit of creditors; or (viii) Borrower
shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (ix) an involuntary
proceeding shall be commenced or filed against Borrower; or (x) Borrower shall become delinquent in its filing requirements as
a fully-reporting issuer registered with the SEC; or (xi) Borrower shall default or otherwise fail to observe or perform any material
covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document, other than those
specifically set forth in this Section 4.1; or (xii) Borrower shall fail to timely file all required quarterly and annual reports
and any other filings that are necessary to enable Lender to sell Conversion Shares or True-Up Shares pursuant to Rule 144, provided
that in the event Borrower is unable to make such filings in a timely manner due to any event outside of its reasonable control,
it shall have an additional five (5) days from the date such filings were due to cure any deficient filings; or (xiii) any representation,
warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise
in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when
made or furnished; or (xiv) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (xv)
Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xvi) any money judgment, writ
or similar process shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets
for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise
consented to by Lender; or (xvii) Borrower’s Common Stock is not DTC Eligible.


 


4.2.           
Remedies. Upon the occurrence of any Event of Default, Borrower shall within one (1) Trading Day deliver written notice
thereof via facsimile, email or reputable overnight courier (with next day delivery specified) (an “Event of Default
Notice”) to Lender. At any time and from time to time after the earlier of Lender’s receipt of an Event of Default
Notice and Lender becoming aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice
to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount (as defined
hereafter). Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its option,
elect to increase the Outstanding Balance by applying the Default Effect (as defined below) (subject to the limitation set forth
below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall
be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding
Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to
apply the Default Effect pursuant to this sentence, it shall reserve the right to declare Outstanding Balance immediately due
and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding
Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). For purposes hereof,
the “Default Effect” is calculated by multiplying the Conversion Eligible Outstanding Balance as of the date
the applicable Event of Default occurred by (i) 15% for each occurrence of any Major Default, or (ii) 5% for each occurrence of
any Minor Default, and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default
occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event
of Default occurred; provided that the Default Effect may only be applied two (2) times hereunder with respect to Major Defaults
and two (2) times hereunder with respect to Minor Defaults; and provided further that the Default Effect shall not apply to any
Event of Default pursuant to Section 4.1(ii) hereof. Notwithstanding the foregoing, upon the occurrence of any Event of Default
described in clauses (v), (vi), (vii), (viii) or (ix) of Section 4.1, the Outstanding Balance as of the date of acceleration shall
become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required
by Lender. The “Mandatory Default Amount” means the greater of (i) the Outstanding Balance (including all Tranches,
both Conversion Eligible Tranches and Subsequent Tranches that have not yet become Conversion Eligible Tranches) divided by the
Installment Conversion Price (as defined below) on the date the Mandatory Default Amount is demanded, multiplied by the volume
weighted average price (the “VWAP”) on the date the Mandatory Default Amount is demanded, or (ii) the Default
Effect. At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest
shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal
to the lesser of 22% per annum or the maximum rate permitted under applicable law (“Default Interest”); provided,
however, that no Default Interest shall accrue during the Fundamental Default Measuring Period (as defined below). Additionally,
following the occurrence of any Event of Default, Borrower may, at its option, pay any Lender Conversion in cash instead of Lender
Conversion Shares by paying to Lender on or before the applicable Delivery Date (as defined below) a cash amount equal to the
number of Lender Conversion Shares set forth in the applicable Lender Conversion Notice multiplied by the highest intra-day trading
price of the Common Stock that occurs during the period beginning on the date the applicable Event of Default occurred and ending
on the date of the applicable Lender Conversion Notice. In connection with acceleration described herein, Lender need not provide,
and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without
expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it
under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender
shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section
4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing
herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion
Shares upon Conversion of the Notes as required pursuant to the terms hereof.


 


4.3.           
Fundamental Default Remedies. Notwithstanding anything to the contrary herein, in addition to all other remedies set forth
herein, after giving effect to the Lender Offset Right (as defined below), which shall occur automatically upon the occurrence
of any Fundamental Default, the Fundamental Liquidated Damages Amount shall be added to the Outstanding Balance upon Lender’s
delivery to Borrower of a notice (which notice Lender may deliver to Borrower at any time following the occurrence of a Fundamental
Default) setting forth its election to declare a Fundamental Default and the Fundamental Liquidated Damages Amount that will be
added to the Outstanding Balance.


 



    	2



    	 



    

 





4.4.           
Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any payment
or otherwise to deliver any Conversion Shares as and when required under this Note, then (i) the Lender Conversion Price for all
Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price applicable
to any Lender Conversion and the Market Price as of any applicable date of Conversion, and (ii) the true-up provisions of Section
11 below shall apply to all Lender Conversions that occur after the date of such failure to pay, provided that all references
to the “Installment Notice” in Section 11 shall be replaced with references to a “Lender Conversion Notice”
for purposes of this Section 4.4, all references to “Installment Conversion Shares” in Section 11 shall be replaced
with references to “Lender Conversion Shares” for purposes of this Section 4.4, and all references to the “Installment
Conversion Price” in Section 11 shall be replaced with references to the “Lender Conversion Price” for purposes
of this Section 4.4.


 


4.5.           
Cross Default. A breach or default by Borrower of any covenant or other term or condition contained in any Other Agreements
(as defined below) shall, at the option of Lender, be considered an Event of Default under this Note, in which event Lender shall
be entitled (but in no event required) to apply all rights and remedies of Lender under the terms of this Note. “Other
Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower
(or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material
agreement that affects Borrower’s ongoing business operations. For the avoidance of doubt, all existing and future loan
transactions between Borrower and Lender and their respective affiliates will be cross-defaulted with each other loan transaction
and with all other existing and future debt of Borrower to Lender.


 


5.                 
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset (except as set forth in Section 20 below), deduction or counterclaim of any kind.
Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees
to make the payments or conversions called for herein in accordance with the terms of this Note.


 


6.                 
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the
party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other
provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


 


7.                 
Rights Upon Issuance of Securities.


 


7.1.           
Subsequent Equity Sales. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable,
at any time this Note is outstanding, shall sell or issue any Common Stock to Lender or any third party for a price that is less
than the then effective Lender Conversion Price, then such Lender Conversion Price shall be automatically reduced and only reduced
to equal such lower issuance price. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable,
at any time this Note is outstanding, shall sell or grant any option to any party to purchase, or sell or grant any right to reprice,
or issue any Common Stock, preferred shares convertible into Common Stock, or debt, warrants, options or other instruments or
securities to Lender or any third party which are convertible into or exercisable for shares of Common Stock (together herein
referred to as “Equity Securities”), including without limitation any Deemed Issuance (as defined herein),
at an effective price per share less than the then effective Lender Conversion Price (such issuance, together with any sale of
Common Stock, is referred to herein as a “Dilutive Issuance”), then, the Lender Conversion Price shall be automatically
reduced and only reduced to equal such lower effective price per share. If the holder of any Equity Securities so issued shall
at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options, or rights per share which are issued in connection with such Dilutive Issuance, be
entitled to receive shares of Common Stock at an effective price per share that is less than the Lender Conversion Price, such
issuance shall be deemed to have occurred for less than the Lender Conversion Price on the date of such Dilutive Issuance, and
the then effective Lender Conversion Price shall be reduced and only reduced to equal such lower effective price per share. Such
adjustments described above to the Lender Conversion Price shall be permanent (subject to additional adjustments under this section),
and shall be made whenever such Common Stock or Equity Securities are issued. Borrower shall notify Lender, in writing, no later
than the Trading Day following the issuance of any Common Stock or Equity Securities subject to this Section 7.1, indicating therein
the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice,
the “Dilutive Issuance Notice”). For purposes of clarification, whether or not Borrower provides a Dilutive
Issuance Notice pursuant to this Section 7.1, upon the occurrence of any Dilutive Issuance, on the date of such Dilutive Issuance
the Lender Conversion Price shall be lowered to equal the applicable effective price per share regardless of whether Borrower
or Lender accurately refers to such lower effective price per share in any Installment Notice or Lender Conversion Notice.


 


7.2.           
Adjustment of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof,
if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Lender Conversion Price in
effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower
at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of
its outstanding shares of Common Stock into a smaller number of shares, the Lender Conversion Price in effect immediately prior
to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.2 shall become effective immediately
after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7.2 occurs
during the period that a Lender Conversion Price is calculated hereunder, then the calculation of such Lender Conversion Price
shall be adjusted appropriately to reflect such event.


 


7.3.           
Other Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not
strictly applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the type contemplated
by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the
granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s board
of directors shall in good faith determine and implement an appropriate adjustment in the Lender Conversion Price so as to protect
the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will increase the Lender Conversion Price
as otherwise determined pursuant to this Section 7, provided further that if Lender does not accept such adjustments as appropriately
protecting its interests hereunder against such dilution, then Borrower’s board of directors and Lender shall agree, in
good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose
determination shall be final and binding and whose fees and expenses shall be borne by Borrower.


 



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8.                 
Borrower Installments.


 


8.1.           
Installment Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Installment Conversion
(the “Installment Conversion Price”) shall be the lesser of (i) the Lender Conversion Price, and (ii) 60% (the
“Conversion Factor”) of the lowest Closing Bid Price in the fifteen (15) Trading Days immediately preceding
the applicable Conversion (the “Market Price”), provided that if at any time the lowest Closing Bid Price in
the fifteen (15) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the then-current
Conversion Factor shall be reduced to 55% for all future Conversions (subject to other reductions set forth in this section).
Additionally, if at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion
Factor will automatically be reduced by 5% for all future Conversions. Finally, in addition to the Default Effects, if any Major
Default occurs after the Effective Date, the Conversion Factor shall automatically be reduced for all future Conversions by an
additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt,
each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion
Factor, even if the same Major Default occurs three (3) separate times). For example, the first time the Conversion Shares are
not DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 60% to 55% for purposes of this
example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(iii), then for purposes
of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and
third occurrences of such Major Default.


 


8.2.           
Installment Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and on the same day
of each month thereafter until the Maturity Date (each, an “Installment Date”), Borrower shall pay to Lender
the applicable Installment Amount due on such date, subject to the provisions of this Section 8. Payments of each Installment
Amount may be made (a) in cash, or (b) by converting such Installment Amount into shares of Common Stock (“Installment
Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance
with this Section 8 (each an “Installment Conversion”, and together with Lender Conversions, a “Conversion”)
per the following formula: the number of Installment Conversion Shares equals the portion of the applicable Installment Amount
being converted divided by the Installment Conversion Price, or (c) by any combination of the foregoing, so long as the cash is
delivered to Lender on the applicable Installment Date and the Installment Conversion Shares are delivered to Lender on or before
the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to elect an Installment Conversion
with respect to any portion of any applicable Installment Amount and shall be required to pay the entire amount of such Installment
Amount in cash if on the applicable Installment Notice Due Date (defined below) there is an Equity Conditions Failure (as defined
below), and such failure is not waived in writing by Lender. Moreover, in the event Borrower desires to pay all or any portion
of any Installment Amount in cash, it must notify Lender in writing of such election and the portion of the applicable Installment
Amount it elects to pay in cash not more than twenty-five (25) or less than fifteen (15) Trading Days prior to the applicable
Installment Date. If Borrower fails to so notify Lender, it shall not be permitted to elect to pay any portion of such Installment
Amount in cash unless otherwise agreed to by Lender in writing or proposed by Lender in an Installment Notice delivered by Lender
to Borrower. Notwithstanding the foregoing or anything to the contrary herein, Borrower shall only be obligated to deliver Installment
Amounts with respect to Tranches that have become Conversion Eligible Tranches and shall have no obligation to pay to Lender any
Installment Amount with respect to any Tranche that has not become a Conversion Eligible Tranche. In furtherance thereof, in the
event Borrower has repaid all Conversion Eligible Tranches pursuant to the terms of this Note, it shall have no further obligations
to deliver any Installment Amount to Lender unless and until any Subsequent Tranche that was not previously a Conversion Eligible
Tranche becomes a Conversion Eligible Tranche pursuant to the terms of this Note. Notwithstanding that failure to repay this Note
in full by the Maturity Date is an Event of Default, the Installment Dates shall continue after the Maturity Date pursuant to
this Section 8 until the Outstanding Balance is repaid in full, provided that Lender shall, in Lender’s sole discretion,
determine the Installment Amount for each Installment Date after the Maturity Date.


 


8.3.           
Allocation of Installment Amounts. Subject to Section 8.2 regarding an Equity Conditions Failure, for each Installment
Date (each, an “Installment Notice Due Date”), Borrower may elect to allocate the payment of the applicable
Installment Amount between cash and via an Installment Conversion, by email or fax delivery of a notice to Lender substantially
in the form attached hereto as Exhibit B (each, an “Installment Notice”), provided, that to be effective,
each applicable Installment Notice must be received by Lender not more than twenty-five (25) or less than fifteen (15) Trading
Days prior to the applicable Installment Notice Due Date. If Lender has not received an Installment Notice within such time period,
then Lender may prepare the Installment Notice and deliver the same to Borrower by fax or email. Following its receipt of such
Installment Notice, Borrower may either ratify Lender’s proposed allocation in the applicable Installment Notice or elect
to change the allocation by written notice to Lender by email or fax on or before 12:00 p.m. New York time on the applicable Installment
Date, so long as the sum of the cash payments and the amount of Installment Conversions equal the applicable Installment Amount,
provided that Lender must approve any increase to the portion of the Installment Amount payable in cash. If Borrower fails to
notify Lender of its election to change the allocation prior to the deadline set forth in the previous sentence (and seek approval
to increase the amount payable in cash), it shall be deemed to have ratified and accepted the allocation set forth in the applicable
Installment Notice prepared by Lender. If neither Borrower nor Lender prepare and deliver to the other party an Installment Notice
as outlined above, then Borrower shall be deemed to have elected that the entire Installment Amount be converted via an Installment
Conversion. Borrower acknowledges and agrees that regardless of which party prepares the applicable Installment Notice, the amounts
and calculations set forth thereon are subject to correction or adjustment because of error, mistake, or any adjustment resulting
from an Event of Default or other adjustment permitted under the Transaction Documents (an “Adjustment”). Furthermore,
no error or mistake in the preparation of such notices, or failure to apply any Adjustment that could have been applied prior
to the preparation of an Installment Notice may be deemed a waiver of Lender’s right to enforce the terms of any Note, even
if such error, mistake, or failure to include an Adjustment arises from Lender’s own calculation. Borrower shall deliver
the Installment Conversion Shares from any Installment Conversion to Lender in accordance with Section 9 below on or before each
applicable Installment Date.


 


9.                 
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following
the Installment Date or the third (3rd) Trading Day following the date of delivery of a Lender Conversion Notice, as
applicable (the “Delivery Date”), Borrower shall deliver or cause to be delivered to Lender or its broker (as
designated in the Lender Conversion Notice), via reputable overnight courier, a certificate or certificates representing the aggregate
number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance
of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as
applicable, has actually received the certificate representing the applicable Conversion Shares no later than the close of business
on the relevant Delivery Date pursuant to the terms set forth above.


 






    	4



    	 



    

 





10.             
Conversion Delays. If Borrower fails to deliver Conversion Shares or True-Up Shares in accordance with the timeframes stated
in Sections 3, 8, 9, or 11, as applicable, Lender, at any time prior to selling all of those Conversion Shares or True-Up Shares,
as applicable, may rescind in whole or in part that particular Conversion attributable to the unsold Conversion Shares or True-Up
Shares, with a corresponding increase to the Outstanding Balance (any returned Conversion Amount will tack back to the Purchase
Price Date for purposes of determining the holding period under Rule 144). In addition, for each Lender Conversion, in the event
that Lender Conversion Shares are not delivered by the fourth Trading Day (inclusive of the day of the Lender Conversion), a late
fee equal to the greater of $500.00 per day and 2% of the applicable Lender Conversion Share Value rounded to the nearest multiple
of $100.00 (but in any event the cumulative amount of such late fees for each Lender Conversion shall not exceed 200% of the applicable
Lender Conversion Share Value) will be assessed for each day after the third Trading Day (inclusive of the day of the Lender Conversion)
until Lender Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the “Conversion
Delay Late Fees”). For illustration purposes only, if Lender delivers a Lender Conversion Notice to Borrower pursuant
to which Borrower is required to deliver 100,000 Lender Conversion Shares to Lender and on the Delivery Date such Lender Conversion
Shares have a Lender Conversion Share Value of $20,000.00 (assuming a Closing Sale Price on the Delivery Date of $0.20 per share
of Common Stock), then in such event a Conversion Delay Late Fee in the amount of $500.00 per day (the greater of $500.00 per
day and $20,000.00 multiplied by 2%, which is $400.00) would be added to the Outstanding Balance of the Note until such Lender
Conversion Shares are delivered to Lender. For purposes of this example, if the Lender Conversion Shares are delivered to Lender
twenty (20) days after the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding
Balance would be $10,000.00 (20 days multiplied by $500.00 per day). If the Lender Conversion Shares are delivered to Lender one
hundred (100) days after the applicable Delivery Date, the total Conversion Delay Late Fees that would be added to the Outstanding
Balance would be $40,000.00 (100 days multiplied by $500.00 per day, but capped at 200% of the Lender Conversion Share Value).


 


11.             
True-Up. On the date that is twenty-three (23) Trading Days (a “True-Up Date”) from each date Borrower
delivers Free Trading (as defined below) Installment Conversion Shares to Lender, there shall be a true-up where Borrower shall
deliver to Lender additional Installment Conversion Shares (“True-Up Shares”) if the Installment Conversion
Price as of the True-Up Date is less than the Installment Conversion Price used in the applicable Installment Notice. In such
event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery
Date”) a number of True-Up Shares equal to the difference between the number of Installment Conversion Shares that would
have been delivered to Lender on the True-Up Date based on the Installment Conversion Price as of the True-Up Date and the number
of Installment Conversion Shares originally delivered to Lender pursuant to the applicable Installment Notice. For the avoidance
of doubt, if the Installment Conversion Price as of the True-Up Date is higher than the Installment Conversion Price set forth
in the applicable Installment Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender
have any obligation to return any excess Installment Conversion Shares to Borrower under any circumstance. For the convenience
of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice (pursuant to a form of notice substantially
in the form attached hereto as Exhibit C) informing Borrower of the number of True-Up Shares it is obligated to deliver
to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice Borrower shall not be relieved
of its obligation to deliver True-Up Shares pursuant to this Section 11. Notwithstanding the foregoing, if Borrower fails to deliver
any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance
of this Note will automatically increase (under Lender’s and Borrower’s expectations that any such increase will tack
back to the Purchase Price Date for purposes of determining the holding period under Rule 144) by a sum equal to the number of
True-Up Shares deliverable as of the applicable True-Up Date multiplied by the Market Price for the Common Stock as of the applicable
True-Up Date.


 


12.             
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares
of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the
“Maximum Percentage”), then Borrower must not issue to Lender shares of the Common Stock which would exceed
the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section
13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are
referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership
Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number
of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon
receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with
a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%”
above shall be replaced with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $10,000,000.00.
Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant
to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by
Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to
itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement
is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.


 


13.             
Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior to
commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender
otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay
the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and
disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant
to any Conversion or issuance of shares pursuant to this Note.


 


14.             
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the
right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower’s
counsel.


 


15.             
Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase
Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 



    	5



    	 



    

 





16.             
Resolution of Disputes.


 


16.1.       
Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions set
forth as an Exhibit to the Purchase Agreement.


 


16.2.       
Calculation of Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any arithmetic calculation
hereunder, including without limitation calculating the Outstanding Balance, Lender Conversion Price, Lender Conversion Shares
to be delivered, Installment Conversion Price, Installment Conversion Shares to be delivered, the Market Price, or the VWAP (collectively,
“Calculations”), Borrower or Lender (as the case may be) shall submit the disputed determinations or arithmetic
calculations (as the case may be) via facsimile or email with confirmation of receipt (a) within two (2) Trading Days after
receipt of the applicable notice giving rise to such dispute to Borrower or Lender (as the case may be) or (b) if no notice
gave rise to such dispute, at any time after Lender learned of the circumstances giving rise to such dispute. If Lender and Borrower
are unable to agree upon such determination or calculation within two (2) Trading Days of such disputed determination or
arithmetic calculation (as the case may be) being submitted to Borrower or Lender (as the case may be), then Borrower shall, within
two (2) Trading Days, submit via facsimile the disputed Calculation to an independent, reputable investment bank or accounting
firm selected by Lender. Borrower shall cause the investment bank or accounting firm to perform the determinations or calculations
(as the case may be) and notify Borrower and Lender of the results no later than ten (10) Trading Days from the time it receives
such disputed determinations or calculations (as the case may be). Such investment bank’s or accounting firm’s determination
or calculation with respect to the disputes set forth in this Section 16.2 (as the case may be) shall be binding upon all parties
absent demonstrable error. The investment banker’s or accounting firm’s fee for performing such Calculation shall
be paid by the incorrect party, or if both parties are incorrect, by the party whose Calculation is furthest from the correct
Calculation as determined by the investment banker or accounting firm. In the event Borrower is the losing party, no extension
of the Delivery Date shall be granted and Borrower shall incur all effects for failing to deliver the applicable Conversion Shares
in a timely manner as set forth in this Note.


 


17.             
Cancellation. After repayment or conversion of the entire Outstanding Balance (including without limitation delivery of
True-Up Shares pursuant to the payment of the final Installment Amount, if applicable), this Note shall be deemed paid in full,
shall automatically be deemed canceled, and shall not be reissued.


 


18.             
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


19.             
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of
Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of
Borrower.


 


20.             
Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties
hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain
circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the
Investor Notes (the “Lender Offset Right”), and (b) in the event of the occurrence of any Investor Note Default
(as defined in the Investor Notes, or any other note issued by the initial Lender in connection with the Purchase Agreement),
or at any other time, Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor
Notes, from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In the event that Borrower’s
exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender
shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or
destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur
any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a
Borrower Offset Right.


 


21.             
Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note and the
documents and instruments entered into in connection herewith.


 


22.             
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


23.             
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions
of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the
parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors.
Accordingly, Lender and Borrower agree that any fees, balance adjustments, default interest or other charges assessed under this
Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s
and Borrower’s expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining
the holding period under Rule 144).


 


[Remainder
of page intentionally left blank; signature page follows]


 




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IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.


 


BORROWER:


Endeavor
IP, Inc.


 


 


By:
/s/ Ravinder Dhat


Name:
Ravinder Dhat


Title:
Chief Executive Officer


 


ACKNOWLEDGED,
ACCEPTED AND AGREED:


 


LENDER:


Typenex
Co-Investment, LLC


 


By:
Red Cliffs Investments, Inc., its Manager


 


 


By:/s/
Joh M. Fife


John
M. Fife, President


 


 




    	7



    	 



    

 


ATTACHMENT
1


DEFINITIONS


 


For
purposes of this Note, the following terms shall have the following meanings:


 


A1.              
“Adjusted Outstanding Balance” means the Outstanding Balance of this Note as of the date the applicable Fundamental
Default occurred less any Conversion Delay Late Fees included in such Outstanding Balance.


 


A2.              
“Approved Stock Plan” means any stock option plan which has been approved by the board of directors of Borrower,
pursuant to which Borrower’s securities may be issued to any employee, officer or director for services provided to Borrower.


 


A3.              
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on its principal market, as reported by Bloomberg,
or, if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m.,
New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market
for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in “OTC Pink” by Pink OTC Markets Inc. (formerly Pink Sheets LLC), and any successor thereto.
If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market
value as mutually determined by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of
such security, then such dispute shall be resolved in accordance with the procedures in Section 16.2. All such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such
period.


 


A4.              
“Conversion Eligible Outstanding Balance” means the Outstanding Balance of this Note less the sum of the outstanding
balances of each Subsequent Tranche that has not yet become a Conversion Eligible Tranche (i.e., Lender has not yet paid the outstanding
balance of the Investor Note that corresponds to such Subsequent Tranche).


 


A5.              
“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest possible
permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares
as and when required pursuant to Sections 3 or 8 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when
required pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected
to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure
shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date
of determination.


 


A6.              
“DTC” means the Depository Trust Company.


 


A7.              
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm
servicing Lender’s brokerage firm for the benefit of Lender.


 


A8.              
“Equity Conditions Failure” means that any of the following conditions has not been satisfied during any applicable
Equity Conditions Measuring Period (as defined below): (i) with respect to the applicable date of determination all of the
Conversion Shares are freely tradable under Rule 144 or without the need for registration under any applicable federal or state
securities laws (in each case, disregarding any limitation on conversion of this Note); (ii) on each day during the period
beginning one month prior to the applicable date of determination and ending on and including the applicable date of determination
(the “Equity Conditions Measuring Period”), the Common Stock is listed or designated for quotation (as applicable)
on any of The New York Stock Exchange, NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital
Market, the OTC Bulletin Board, the OTCQX or the OTCQB (each, an “Eligible Market”) and shall not have been
suspended from trading on any such Eligible Market (other than suspensions of not more than two (2) Trading Days and occurring
prior to the applicable date of determination due to business announcements by Borrower); (iii) on each day during the Equity
Conditions Measuring Period, Borrower shall have delivered all shares of Common Stock issuable upon conversion of this Note on
a timely basis as set forth in Section 9 hereof and all other shares of capital stock required to be delivered by Borrower
on a timely basis as set forth in the other Transaction Documents; (iv) any shares of Common Stock to be issued in connection
with the event requiring determination may be issued in full without violating Section 12 hereof (Lender acknowledges that
Borrower shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from Lender);
(v) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without
violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation
(as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed
or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) Borrower
shall have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable
without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion
of this Note); (viii) on each day during the Equity Conditions Measuring Period, Borrower otherwise shall have been in material
compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction
Document; (ix) without limiting clause (viii) above, on each day during the Equity Conditions Measuring Period, there shall
not have occurred an Event of Default or an event that with the passage of time or giving of notice would constitute an Event
of Default; (x) on each Installment Notice Due Date and each Installment Date, the average and median daily dollar volume of the
Common Stock on its principal market for the previous twenty (20) Trading Days shall be greater than $10,000.00; (xi) the ten
(10) day average VWAP of the Common Stock is greater than $0.01, and (xii) the Common Stock shall be DTC Eligible as of each applicable
Installment Notice Due Date, Installment Date or other date of determination.


 



    	8



    	 



    

 





A9.              
“Excluded Securities” means any shares of Common Stock, options, or convertible securities (i) issued or issuable
in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions of any
issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date, or (ii)
granted to any officers or directors of Company, but only if such grants are not for the purpose of raising capital.







 





A10.          
“Free Trading” means that (a) the shares or certificate(s) representing the applicable shares of Common Stock
have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing
firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage
firm and have been deposited into such clearing firm’s account for the benefit of Lender.


 


A11.          
“Fundamental Default” means that Borrower either fails to pay the entire Outstanding Balance to Lender on or
before the Maturity Date or fails to pay the Mandatory Default Amount within three (3) Trading Days of the date Lender delivers
any notice of acceleration to Borrower pursuant to Section 4.2 of this Note.


 


A12.          
“Fundamental Default Conversion Value” means the Adjusted Outstanding Balance multiplied by the highest Fundamental
Default Ratio that occurs during the Fundamental Default Measuring Period.


 


A13.          
“Fundamental Default Measuring Period” means a number of months equal to the Outstanding Balance as of the
date the Fundamental Default occurred divided by the Installment Amount, with such number being rounded up to the next whole month;
provided, however, that if Borrower repays the entire Outstanding Balance prior to the conclusion of the Fundamental Default
Measuring Period, the Fundamental Measuring Period shall end on the date of repayment. For illustration purposes only, if the
Outstanding Balance were equal to $125,000 as of the date a Fundamental Default occurred and if the Installment Amount were $28,500,
then the Fundamental Default Measuring Period would equal five (5) months calculated as follows: $125,000/$28,500 equals 4.386,
rounded up to five (5).


 


A14.          
“Fundamental Default Ratio” means a ratio that will be calculated on each Trading Day during the Fundamental
Default Measuring Period by dividing the Closing Sale Price for the Common Stock on a given Trading Day by the Lender Conversion
Price (as adjusted pursuant to the terms hereof) in effect for such Trading Day.


 


A15.          
“Fundamental Liquidated Damages Amount” means the greater of (i) (a) the quotient of the Outstanding Balance
on the date the Fundamental Default occurred divided by the then-current Conversion Factor, minus (b) the Outstanding Balance
on the date the Fundamental Default occurred, or (ii) the Fundamental Default Conversion Value.


 


A16.          
“Fundamental Transaction” means that (y) (i) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is
the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any
shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons
or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other
person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower
(not including any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated
or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business
combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s
Common Stock, or (z) any “person” or “group” (as these terms are used for purposes of Sections 13(d)
and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented
by issued and outstanding voting stock of Borrower.


 



    	9



    	 



    

 





A17.          
“Installment Amount” means $23,250.00 ($279,000.00 ÷ 12), plus the sum of any accrued and unpaid interest
that has been added to the lowest-numbered then-current Conversion Eligible Tranche as of the applicable Installment Date and
accrued, and unpaid late charges that have been added to the lowest-numbered then-current Conversion Eligible Tranche, if any,
under this Note as of the applicable Installment Date, and any other amounts accruing or owing to Lender under this Note as of
such Installment Date; provided, however, that, if the remaining amount owing under all then-existing Conversion Eligible
Tranches or otherwise with respect to this Note as of the applicable Installment Date is less than the Installment Amount set
forth above, then the Installment Amount for such Installment Date (and only such Installment Amount) shall be reduced (and only
reduced) by the amount necessary to cause such Installment Amount to equal such outstanding amount.


 


A18.          
“Lender Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable
pursuant to any Lender Conversion multiplied by the Closing Sale Price of the Common Stock on the Delivery Date for such Lender
Conversion.


 


A19.          
“Major Default” means any Event of Default occurring under Sections 4.1(i), (iii), (iv), (x), (xii), or (xv)
of this Note.


 


A20.          
“Market Capitalization of the Common Stock” shall mean the product equal to (a) the average VWAP of the Common
Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of
Common Stock as reported on Borrower’s most recently filed Form 10-Q or Form 10-K.


 


A21.          
“Minor Default” means any Event of Default that is not a Major Default or a Fundamental Default.


 


A22.          
“Optional Prepayment Liquidated Damages Amount” means an amount equal to the difference between (a) the product
of (i) the number of shares of Common Stock obtained by dividing (1) the applicable Optional Prepayment Amount by (2) the Lender
Conversion Price as of the date Borrower delivered the applicable Optional Prepayment Amount to Lender, multiplied by (ii) the
Closing Sale Price of the Common Stock on the date Borrower delivered the applicable Optional Prepayment Amount to Lender, and
(b) the applicable Optional Prepayment Amount paid by Borrower to Lender. For illustration purposes only, if the applicable Optional
Prepayment Amount were $50,000.00, the Lender Conversion Price as of the date the Optional Prepayment Amount was paid to Lender
was equal to $0.75 per share of Common Stock, and the Closing Sale Price of a share of Common Stock as of such date was equal
to $1.00, then the Optional Prepayment Liquidated Damages Amount would equal $16,666.67 computed as follows: (a) $66,666.67 (calculated
as (i)(1) $50,000.00 divided by (2) $0.75 multiplied by (ii) $1.00) minus (b) $50,000.00.


 


A23.          
“Trading Day” shall mean any day on which the Common Stock is traded or tradeable for any period on the Common
Stock’s principal market, or on the principal securities exchange or other securities market on which the Common Stock is
then being traded.


 




    	10



    	 



    

 


EXHIBIT
A


 


Typenex
Co-Investment, LLC


303
East Wacker Drive, Suite 1200


Chicago,
Illinois 60601


 


Endeavor
IP, Inc.Date: __________________


Attn:
Ravinder Dhat


140
Broadway, 46th Floor


New
York, New York 10005


 


LENDER
CONVERSION NOTICE


 


The
above-captioned Lender hereby gives notice to Endeavor IP, Inc., a Nevada corporation (the “Borrower”), pursuant
to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on July 16, 2014 (the “Note”),
that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common
Stock of Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price
set forth below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in
the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to
conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


 


A.Date
of Conversion: ____________


 


B.Lender
Conversion #: ____________


 


C.Conversion
Amount: ____________


 


		D.	Lender
                                         Conversion Price: _______________



 


		E.	Lender
                                         Conversion Shares: _______________ (C divided by D)



 


		F.	Remaining
                                         Outstanding Balance of Note: ____________*



 


		G.	Remaining
                                         balance of Investor Notes: ____________*



 


H.
Outstanding Balance of Note net of balance of Investor Notes: ____________* (F minus G)


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined
in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Lender Conversion
Notice and such Transaction Documents.


 



    	11



    	 



    

 





The
Conversion Amount converted hereunder shall be deducted from the following Conversion Eligible Tranche(s):


 





	Conversion
    Amount	Tranche
    No.
	 	 
	 	 
	 	 


 


$_________________
of the Conversion Amount converted hereunder shall be deducted from the Installment Amount(s) relating to the following Installment
Date(s): __________________________________________.


 


 


So
that DTC processing can begin, please deliver, via reputable overnight courier, a certificate representing DTC Eligible Lender
Conversion Shares to:


 


Name:
_____________________________________


 


Address:_____________________________________





 


To
the extent the Lender Conversion Shares are not DTC Eligible, please deliver, via reputable overnight courier, a certificate representing
the non-DTC Eligible Lender Conversion Shares to the party at the address set forth above.


 


Sincerely,


 


Lender:


 


Typenex
Co-Investment, LLC


 


By:
Red Cliffs Investments, Inc., its Manager


 


 


By:


 








John
M. Fife, President


 




    	12



    	 



    

 


EXHIBIT
B


 


Endeavor
IP, Inc.


140
Broadway, 46th Floor


New
York, New York 10005


 








Typenex
Co-Investment, LLCDate: _____________


Attn:
John Fife


303
E. Wacker Dr., Suite 1200


Chicago,
IL 60601


INSTALLMENT
NOTICE


 


The
above-captioned Borrower hereby gives notice to Typenex Co-Investment, LLC, a Utah limited liability company (the “Lender”),
pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on July 16, 2014 (the “Note”),
of certain Borrower elections and certifications related to payment of the Installment Amount of $_________________ due on ___________,
201_ (the “Installment Date”). In the event of a conflict between this Installment Notice and the Note, the
Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of
Installment Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given
to them in the Note.


 


INSTALLMENT
CONVERSION AND CERTIFICATIONS


AS
OF THE INSTALLMENT DATE


 


		A.	INSTALLMENT
                                         CONVERSION



		A.	Installment
                                         Date: ____________, 201_



 


B.Installment
Amount: ____________


 


		C.	Portion
                                         of Installment Amount Borrower elected to pay in cash: ____________



 


		D.	Portion
                                         of Installment Amount to be converted into Common Stock: ____________ (B minus C)



 


		E.	Installment
                                         Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and
                                         (ii) Market Price as of Installment Date)



 


		F.	Installment
                                         Conversion Shares: _______________ (D divided by E)



 


		G.	Remaining
                                         Outstanding Balance of Note: ____________ *



 


		H.	Remaining
                                         balance of Investor Notes: ____________*



 


		I.	Outstanding
                                         Balance of Note net of balance of Investor Notes: ____________ (G minus H)*



 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined
in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Installment
Notice and such Transaction Documents.


 


		B.	EQUITY
                                         CONDITIONS CERTIFICATION



		1.	Market
                                         Capitalization of the Common Stock:________________



(Check
One)


 


		2.	_________
                                         Borrower herby certifies that no Equity Conditions Failure exists as of the Installment
                                         Date.






		3.	_________
                                         Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
                                         a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:






 


Sincerely,


Borrower:


Endeavor
IP, Inc.


 


By:



Name:



Title:



 







    	13



    	 



    

 


EXHIBIT
C


 


Typenex
Co-Investment, LLC


303
East Wacker Drive, Suite 1200


Chicago,
Illinois 60601


 


Endeavor
IP, Inc.Date: __________________


Attn:
_________________


140
Broadway, 46th Floor


New
York, New York 10005


TRUE-UP
NOTICE


 


The
above-captioned Lender hereby gives notice to Endeavor IP, Inc., a Nevada corporation (the “Borrower”),
pursuant to that certain Secured Convertible Promissory Note made by Borrower in favor of Lender on July 16, 2014 (the “Note”),
of True-Up Conversion Shares related to _____________, 201_ (the “Installment Date”). In the event of a conflict
between this True-Up Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole
discretion, Lender may provide a new form of True-Up Notice to conform to the Note. Capitalized terms used in this notice without
definition shall have the meanings given to them in the Note.


 


TRUE-UP
CONVERSION SHARES AND CERTIFICATIONS


AS
OF THE TRUE-UP DATE


 


		1.	TRUE-UP
                                         CONVERSION SHARES



		A.	Installment
                                         Date: ____________, 201_



		B.	True-Up
                                         Date: ____________, 201_



		C.	_____________
                                           Portion of Installment Amount converted into Common Stock:



		D.	True-Up
                                         Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and
                                         (ii) Market Price as of True-Up Date)



		E.	True-Up
                                         Conversion Shares: _______________ (C divided by D)



		F.	Installment
                                         Conversion Shares delivered: ________________



		G.	True-Up
                                         Conversion Shares to be delivered: ________________ (only applicable if E minus F is
                                         greater than zero)



		2.	EQUITY
                                         CONDITIONS CERTIFICATION (Section to be completed by Borrower)



		A.	Market
                                         Capitalization of the Common Stock:________________



(Check
One)


		B.	_________
                                         Borrower herby certifies that no Equity Conditions Failure exists as of the applicable
                                         True-Up Date.



		C.	_________
                                         Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
                                         a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:






 



    	14



    	 



    

 





Sincerely,


 


Lender:


 


Typenex
Co-Investment, LLC


 


By:
Red Cliffs Investments, Inc., its Manager


 


 


By:


John
M. Fife, President


 


 


ACKNOWLEDGED
AND CERTIFIED BY:


 


Borrower:


Endeavor
IP, Inc.


 


By:



Name:


Title:


 











    	15