SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT
(the “Agreement”), dated
as of June 24,
2014, by and
between Endeavor IP,
Inc., a Nevada
corporation, with headquarters
located at 140 Broadway,
46th Floor, New York,
NY 10005 (the
“Company”), and UNION
CAPITAL, LLC,
a New York
limited liability company,
with its address
at 338 Crown
Street, Brooklyn, NY 11225
(the “Buyer”).


 


WHEREAS:


 


A.                   
The Company and
the Buyer are
executing and delivering
this Agreement in reliance
upon the exemption
from securities registration
afforded by the
rules and regulations
as promulgated by the
United States Securities
and Exchange Commission
(the “SEC”) under the
Securities Act of
1933, as amended
(the “1933 Act”);


 


B.                   
Buyer desires to
purchase and the
Company desires to
issue and sell,
upon the terms and
conditions set forth
in this Agreement
two 8% convertible
notes of the
Company, in the forms
attached hereto as
Exhibit A and
B in the
aggregate principal amount
of $40,000.00 (with the
first note being
in the amount
of $20,000.00 and
the second note
being in the
amount of $20,000.00 (together
with any note(s)
issued in replacement
thereof, the “Note”),
convertible into shares of common
stock, $0.001 par
value per share,
of the Company
(the “Common Stock”), upon
the terms and subject
to the limitations
and conditions set
forth in such
Note. The first of
the two notes
(the “First Note”)
shall be paid
for by the
Buyer as set
forth herein. The second note (the
“Second Note”) shall initially be paid for by the issuance of an offsetting


$20,000.00
secured note issued
to the Company
by the Buyer
(“Buyer Note”), provided
that prior to conversion
of the Second
Note, the Buyer
must have paid
off the Buyer
Note in cash such
that the Second
Note may not
be converted until
it has been
paid for in
cash.


 


C.                   
The Buyer wishes
to purchase, upon
the terms and
conditions stated in
this Agreement, such principal
amount of Note
as is set
forth immediately below
its name on
the signature pages hereto;
and


 


NOW
THEREFORE, the Company
and the Buyer
severally (and not
jointly) hereby agree as
follows:


 


1.                                       
Purchase and Sale
of Note.


 


a.                  
Purchase of Note.
On each Closing
Date (as defined
below), the Company shall
issue and sell
to the Buyer
and the Buyer
agrees to purchase
from the Company such
principal amount of
Note as is
set forth immediately
below the Buyer’s
name on the signature
pages hereto.


 


b.                  
Form of Payment.
On the Closing
Date (as defined
below), (i)
the Buyer shall pay
the purchase price
for the Note
to be issued
and sold to
it at the
Closing (as defined below)
(the “Purchase Price”)
by wire transfer
of immediately available
funds to the Company,
in accordance with
the Company’s written
wiring instructions, against
delivery of the Note
in the principal
amount equal to
the Purchase Price
as is set
forth immediately below
the Buyer’s name on
the signature pages
hereto, and (ii) the
Company shall deliver
such duly executed Note on behalf of the Company, to the Buyer, against delivery
of such Purchase Price.


 


c.                  
Closing Date. The
date and time
of the first
issuance and sale
of the Note pursuant
to this Agreement
(the “Closing Date”)
shall be on
or about June
24, 2014, or such
other mutually agreed
upon time. The
closing of the
transactions contemplated by
this Agreement (the “Closing”)
shall occur on the
Closing Date at
such location as
may be agreed
to by the parties.
Subsequent Closings shall
occur when the
Buyer Note is
repaid. The Closing
of the Second Note
shall be on or
before the dates
specified in the
Buyer Note.


 


2.                                       
Buyer’s Representations and Warranties. The  Buyer 
represents  and warrants to
the Company that:


 


a.                  
Investment Purpose. As
of the date
hereof, the Buyer
is purchasing the Note
and the shares
of Common Stock
issuable upon conversion
of or otherwise pursuant
to the Note,
such shares of
Common Stock being
collectively referred to
herein as the “Conversion
Shares” and, collectively with
the Note, the
“Securities”) for its own
account and not with
a present view
towards the public
sale or distribution
thereof, except pursuant
to sales registered or
exempted from registration
under the 1933
Act; provided, however,
that by making the
representations herein, the
Buyer does not
agree to hold
any of the
Securities for any minimum
or other specific
term and reserves
the right to
dispose of the Securities
at any time
in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 


b.                  
Accredited Investor Status.
The Buyer is
an “accredited investor”
as that term
is defined in
Rule 501(a) of
Regulation D (an
“Accredited Investor”).


 


c.                  
Reliance on Exemptions.
The Buyer understands
that the Securities are
being offered and
sold to it
in reliance upon
specific exemptions from
the registration requirements of United States
federal and state securities
laws and that the
Company is relying upon
the truth and
accuracy of, and
the Buyer’s compliance
with, the representations, warranties,
agreements, acknowledgments and
understandings of the Buyer
set forth herein
in order to determine
the availability of
such exemptions and
the eligibility of
the Buyer to
acquire the Securities.


 



    	 



    	 



    

 





d.                 
Information. The Buyer
and its advisors,
if any, have
been, and for so
long as the
Note remain outstanding
will continue to
be, furnished with
all materials relating to
the business, finances
and operations of
the Company and
materials relating to
the offer and sale
of the Securities
which have been
requested by the
Buyer or its
advisors. The Buyer
and its advisors, if
any, have been,
and for so
long as the
Note remain outstanding
will continue to
be, afforded the opportunity
to ask questions of
the Company. Notwithstanding
the foregoing, the Company has
not disclosed to
the Buyer any
material nonpublic information
and will not disclose such information
unless such information is disclosed to
the public prior to or
promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted
by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s
right to rely on the Company’s representations
and warranties contained in Section 3
below. The Buyer understands
that its investment
in the Securities
involves a significant degree of risk. The Buyer is not aware of any facts
that may constitute a breach of any of the Company's representations and warranties made herein.


 


e.                  
Governmental Review. The
Buyer understands that
no United States federal
or state agency
or any other
government or governmental
agency has passed
upon or made any
recommendation or endorsement
of the Securities.


 


f.                   
Transfer or Re-sale.
The Buyer understands
that (i)
the sale or
re- sale of
the Securities has
not been and
is not being
registered under the
1933 Act or
any applicable state securities
laws, and the
Securities may not
be transferred unless
(a) the Securities are
sold pursuant to
an effective registration
statement under the
1933 Act, (b)
the Buyer shall have delivered to
the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance
and scope customary for opinions
of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred
to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”))
of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance
with this Section 2(f) and who is an Accredited Investor, (d)
the Securities are sold pursuant to Rule 144, or (e) the Securities are sold
pursuant to Regulation S
under the 1933
Act (or a
successor rule) (“Regulation
S”), and the
Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion
of counsel that shall be in form, substance and scope customary for opinions of
counsel in corporate transactions, which opinion
shall be accepted by the
Company; (ii) any sale of such
Securities made in reliance on Rule
144 may be
made only in
accordance with the terms
of said Rule and
further, if said Rule is not
applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in
the 1933 Act) may require
compliance with some other exemption
under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other person is
under any obligation
to register such
Securities under the
1933 Act or
any state securities laws or
to comply with the terms and conditions
of any exemption thereunder (in each case).
Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may
be pledged as
collateral in connection
with a bona
fide margin account or
other lending arrangement.


 


g.                  
Legends. The Buyer
understands that the
Note and, until
such time as the
Conversion Shares have
been registered under
the 1933 Act
may be sold
pursuant to Rule 144
or Regulation S
without any restriction
as to the
number of securities
as of a
particular date that can
then be immediately
sold, the Conversion
Shares may bear
a restrictive legend
in substantially the following
form (and a
stop-transfer order may
be placed against
transfer of the certificates
for such Securities):


 


“NEITHER
THE ISSUANCE AND
SALE OF THE
SECURITIES REPRESENTED BY
THIS  CERTIFICATE  NOR 
THE SECURITIES INTO
WHICH THESE
SECURITIES ARE EXERCISABLE
HAVE BEEN
REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR  SALE,
 SOLD, TRANSFERRED OR  ASSIGNED (I) IN
THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO
RULE  144 
OR  RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth
above shall be
removed and the
Company shall issue
a certificate without such
legend to the
holder of any
Security upon which
it is stamped,
if, unless otherwise required
by applicable state
securities laws, (a)
such Security is
registered for sale
under an effective registration
statement filed under
the 1933 Act
or otherwise may
be sold pursuant
to Rule 144 or
Regulation S without
any restriction as
to the number
of securities as
of a particular date
that can then
be immediately sold,
or (b) such
holder provides the
Company with an
opinion of counsel, in
form, substance and
scope customary for
opinions of counsel
in comparable transactions, to
the effect that
a public sale
or transfer of such
Security may be
made without registration under
the 1933 Act,
which opinion shall
be accepted by
the Company so
that the sale or transfer is
effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the
legend has been
removed, in compliance
with applicable prospectus delivery
requirements, if any. In the event that the Company does not accept the opinion of counsel
provided by the
Buyer with respect
to the transfer
of Securities pursuant
to an exemption from registration,
such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.


 


h.                  
Authorization; Enforcement. This
Agreement has been
duly and validly authorized.
This Agreement has
been duly executed
and delivered on
behalf of the Buyer,
and this Agreement
constitutes a valid
and binding agreement
of the Buyer
enforceable in accordance with its
terms.


 


i.                   
Residency. The Buyer
is a resident
of the jurisdiction
set forth immediately below the
Buyer’s name on
the signature pages
hereto.


 


3.                                       
Representations and Warranties of the Company. The Company represents and
warrants to the
Buyer that:


 


a.                  
Organization and Qualification.
The Company and
each of its subsidiaries,
if any, is
a corporation duly
organized, validly existing
and in good
standing under the laws
of the jurisdiction
in which it
is incorporated, with
full power and
authority (corporate and other)
to own, lease,
use and operate
its properties and
to carry on
its business as
and where now owned,
leased, used, operated
and conducted.


 



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b.                  
Authorization; Enforcement. (i)
The Company has
all requisite corporate power
and authority to
enter into and
perform this Agreement,
the Note and
to consummate the transactions
contemplated hereby and thereby
and to issue
the Securities, in accordance
with the terms
hereof and thereof,
(ii) the execution
and delivery of
this Agreement, the Note
by the Company
and the consummation
by it of
the transactions contemplated
hereby and thereby (including
without limitation, the
issuance of the
Note and the
issuance and reservation for
issuance of the
Conversion Shares issuable
upon conversion or
exercise thereof) have been duly
authorized by the Company’s Board
of Directors and no further consent or authorization
of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered
by the Company by its authorized representative, and such authorized
representative is the true and
official representative with authority to sign
this Agreement and the
other documents executed in connection
herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company
of the Note, each of such instruments will constitute, a legal, valid and binding obligation
of the Company
enforceable against the
Company in accordance
with its terms.


 


c.                  
Issuance of Shares.
The Conversion Shares
are duly authorized and
reserved for issuance
and, upon conversion
of the Note
in accordance with
its respective terms, will
be validly issued,
fully paid and
non-assessable, and free
from all taxes,
liens, claims and encumbrances
with respect to
the issue thereof
and shall not
be subject to
preemptive rights or other
similar rights of
shareholders of the
Company and will
not impose personal
liability upon the holder
thereof.


 


d.                 
Acknowledgment of Dilution.
The Company understands
and acknowledges the potentially dilutive
effect to the
Common Stock upon
the issuance of
the Conversion Shares upon
conversion of the
Note. The Company
further acknowledges that
its obligation to issue Conversion
Shares upon conversion
of the Note
in accordance with
this Agreement, the Note
is absolute and
unconditional regardless of
the dilutive effect
that such issuance may
have on the
ownership interests of
other shareholders of
the Company.


 


e.                  
No Conflicts. The
execution, delivery and
performance of this Agreement,
the Note by
the Company and
the consummation by
the Company of
the transactions contemplated hereby
and thereby (including,
without limitation, the issuance
and reservation for issuance
of the Conversion
Shares) will not
(i) conflict with
or result in
a violation of
any provision of the
Certificate of Incorporation
or By-laws, or
(ii) violate or
conflict with, or
result in a breach
of any provision
of, or constitute
a default (or
an event which with
notice or lapse
of time or both
could become a
default) under, or
give to others
any rights of
termination, amendment, acceleration or
cancellation of, any
agreement, indenture, patent,
patent license or instrument
to which the
Company or any
of its subsidiaries
is a party,
or (iii) result
in a violation of
any law, rule,
regulation, order, judgment
or decree (including
federal and state
securities laws and regulations
and regulations of any self-regulatory organizations
to which the Company or
its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of
the Company or any of its subsidiaries is bound or affected (except for such
conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations
as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations,
orders, filings and
registrations which the
Company is required
to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof. The Company is not
in violation of
the listing requirements of
the OTCQB marketplace (the “OTCQB”)
and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future, nor are the
Company’s securities “chilled” by DTC. The Company and its subsidiaries
are unaware of any facts
or circumstances which might give
rise to any of
the foregoing.


 


f.                   
Absence of Litigation.
Except as disclosed
in the Company’s public
filings, there is no
action, suit, claim,
proceeding, inquiry or
investigation before or
by any court, public
board, government agency,
self-regulatory organization or body
pending or, to
the knowledge of the
Company or any
of its subsidiaries,
threatened against or
affecting the Company or
any of its
subsidiaries, or their
officers or directors
in their capacity
as such, that could
have a material
adverse effect. Schedule
3(f) contains a
complete list and
summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the
Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries
are unaware of any facts or circumstances which might
give rise to any
of the foregoing.


g.                  
Acknowledgment Regarding Buyer’
Purchase of Securities.
The Company acknowledges and agrees
that the Buyer
is acting solely
in the capacity
of arm’s length purchasers
with respect to this
Agreement and the
transactions contemplated hereby.
The Company further acknowledges
that the Buyer
is not acting
as a financial
advisor or fiduciary
of the Company (or
in any similar
capacity) with respect
to this Agreement
and the transactions contemplated
hereby and any
statement made by
the Buyer or
any of its
respective representatives or agents
in connection with
this Agreement and
the transactions contemplated hereby
is not advice or
a recommendation and is
merely incidental to the
Buyer’ purchase of the Securities.
The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been
based solely on the independent evaluation of the
Company and its representatives.


 


h.                  
No Integrated Offering. Neither
the Company, nor any of
its affiliates, nor any
person acting on
its or their
behalf, has directly
or indirectly made
any offers or sales
in any security
or solicited any
offers to buy
any security under
circumstances that would require registration
under the 1933
Act of the
issuance of the
Securities to the
Buyer. The issuance of
the Securities to
the Buyer will
not be integrated
with any other
issuance of the Company’s
securities (past, current
or future) for
purposes of any
shareholder approval provisions applicable
to the Company
or its securities.


 


i.                   
Title to Property.
The Company and
its subsidiaries have
good and marketable title
in fee simple
to all real
property and good
and marketable title
to all personal property
owned by them
which is material
to the business
of the Company
and its subsidiaries,
in each case free
and clear of
all liens, encumbrances
and defects except
such as are
described in Schedule 3(i)
or such as
would not have
a material adverse
effect. Any real
property and facilities held
under lease by
the Company and
its subsidiaries are
held by them
under valid, subsisting and
enforceable leases with
such exceptions as
would not have
a material adverse effect.


 


j.                   
Breach of Representations
and Warranties by
the Company. If
the Company breaches any
of the representations
or warranties set
forth in this
Section 3, and
in addition to any
other remedies available
to the Buyer
pursuant to this
Agreement, it will
be considered an Event
of default under
the Note.


 


4.                                       
COVENANTS.


 


a.                  
Expenses. At the
Closing, the Company
shall reimburse Buyer
for expenses incurred by
them in connection
with the negotiation,
preparation, execution, delivery and performance
of this Agreement
and the other
agreements to be
executed in connection herewith
(“Documents”), including, without limitation,
reasonable attorneys’ and
consultants’ fees and expenses,
transfer agent fees,
fees for stock
quotation services, fees
relating to any amendments
or modifications of
the Documents or
any consents or
waivers of provisions
in the Documents, fees
for the preparation
of opinions of counsel,
escrow fees, and
costs of restructuring the transactions
contemplated by the Documents. When possible, the Company must pay these fees directly,
otherwise the Company must make immediate
payment for reimbursement to the Buyer for all fees and expenses immediately upon written
notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to this
transaction is to
reimburse Buyer’s expenses
shall be $1,500
in legal fees
(and similar amounts for the Second Note) which shall be deduced from each Note
when cash funded.


 



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b.                  
Listing. The Company
shall promptly secure
the listing of
the Conversion Shares upon
each national securities
exchange or automated
quotation system, if
any, upon which shares
of Common Stock
are then listed
(subject to official
notice of issuance)
and, so long as
the Buyer owns
any of the
Securities, shall maintain,
so long as
any other shares
of Common Stock shall
be so listed,
such listing of
all Conversion Shares
from time to
time issuable upon conversion
of the Note.
The Company will
obtain and, so long
as the Buyer
owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any
equivalent replacement market, the
Nasdaq stock market
(“Nasdaq”), the New York
Stock Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with
the Company’s reporting, filing and
other obligations under the bylaws or
rules of the Financial
Industry Regulatory Authority
(“FINRA”) and such
exchanges, as applicable. The Company
shall promptly provide to the Buyer copies of any notices it receives from the OTCQB and any
other markets on
which the Common
Stock is then
listed regarding the
continued eligibility of the Common
Stock for listing on such
markets.


 


c.                  
Corporate Existence. So
long as the
Buyer beneficially owns
any Note, the
Company shall maintain
its corporate existence
and shall not
sell all or
substantially all of the Company’s
assets, except in
the event of
a merger or
consolidation or sale
of all or substantially
all of the Company’s assets, where
the surviving or successor entity
in such transaction (i) assumes the
Company’s obligations hereunder
and under the
agreements and instruments entered
into in connection
herewith and (ii)
is a publicly
traded corporation whose Common
Stock is listed for
trading on the
OTCQB, Nasdaq, NYSE
or AMEX.


 


d.                 
No Integration. The
Company shall not
make any offers
or sales of any
security (other than
the Securities) under
circumstances that would
require registration of the
Securities being offered
or sold hereunder
under the 1933
Act or cause
the offering of
the Securities to be
integrated with any
other offering of
securities by the
Company for the
purpose of any stockholder
approval provision applicable to
the Company or
its securities.


 


e.                  
Breach of Covenants.
If the Company
breaches any of
the covenants set forth in
this Section 4, and
in addition to any
other remedies available to
the Buyer pursuant to
this Agreement, it
will be considered
an event of
default under the
Note.


 


5.                                       
Governing Law; Miscellaneous.


 


a.                  
Governing Law. This
Agreement shall be
governed by and construed
in accordance with
the laws of
the State of
New York without
regard to principles
of conflicts of laws.
Any action brought
by either party
against the other
concerning the transactions contemplated
by this Agreement
shall be brought
only in the
state courts of
New York or in
the federal courts
located in the
state and county
of New York.
The parties to
this Agreement hereby irrevocably
waive any objection
to jurisdiction and
venue of any
action instituted hereunder and
shall not assert
any defense based
on lack of
jurisdiction or venue
or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the event
that any provision
of this Agreement
or any other
agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provision
shall be deemed inoperative
to the extent
that it may
conflict therewith and
shall be deemed modified
to conform with
such statute or
rule of law. Any
such provision which
may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered
or certified mail or
overnight delivery (with
evidence of delivery)
to such party
at the address
in effect for notices to
it under this Agreement and agrees
that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law.


 


b.                  
Counterparts; Signatures by
Facsimile. This Agreement
may be executed in one
or more counterparts, each of
which shall be deemed an original
but all of which shall constitute
one and the
same agreement and
shall become effective
when counterparts have been
signed by each
party and delivered
to the other
party. This Agreement,
once executed by
a party, may be
delivered to the
other party hereto
by facsimile transmission
of a copy
of this Agreement bearing
the signature of
the party so
delivering this Agreement.


 


c.                  
Headings. The headings
of this Agreement
are for convenience
of reference only and
shall not form
part of, or
affect the interpretation
of, this Agreement.


 


d.                 
Severability. In the
event that any
provision of this
Agreement is invalid or
unenforceable under any
applicable statute or
rule of law,
then such provision
shall be deemed inoperative
to the extent
that it may
conflict therewith and
shall be deemed
modified to conform with
such statute or
rule of law.
Any provision hereof
which may prove
invalid or unenforceable under
any law shall
not affect the
validity or enforceability
of any other
provision hereof.


 


e.                  
Entire Agreement; Amendments.
This Agreement and
the instruments referenced herein
contain the entire
understanding of the
parties with respect
to the matters covered
herein and therein
and, except as
specifically set forth
herein or therein,
neither the Company nor
the Buyer makes
any representation, warranty,
covenant or undertaking
with respect to such
matters. No provision
of this Agreement
may be waived
or amended other
than by an instrument
in writing signed
by the majority
in interest of
the Buyer.


 


f.                   
Notices. All notices,
demands, requests, consents,
approvals, and other communications
required or permitted
hereunder shall be
in writing and,
unless otherwise specified herein, shall
be (i) personally
served, (ii) deposited
in the mail,
registered or certified, return
receipt requested, postage
prepaid, (iii) delivered
by reputable air
courier service with charges
prepaid, or (iv)
transmitted by hand
delivery, telegram, or
facsimile, addressed as
set forth below or
to such other
address as such
party shall have
specified most recently
by written notice. Any
notice or other
communication required or
permitted to be
given hereunder shall
be deemed effective (a)
upon hand delivery
or delivery by
facsimile, with accurate
confirmation generated by the transmitting
facsimile machine, at
the address or
number designated below
(if delivered on a business day during normal business hours where such notice is to be received), or the
first business day
following such delivery
(if delivered other
than on a
business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 



    	4



    	 



    




 


If
to the Company,
to: Endeavor IP, Inc.


140
Broadway 46th Floor New York,
NY 10005


Attn:
Ravinder Dhat, CEO


 


If
to the Buyer:


UNION
CAPITAL, LLC


338
Crown Street


Brooklyn,
NY 11225


Attn:
Yakov Borenstein


 


Each
party shall provide
notice to the
other party of
any change in
address.


 


g.                  
Successors and Assigns.
This Agreement shall
be binding upon
and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the
Buyer shall assign
this Agreement or
any rights or
obligations hereunder without
the prior written consent
of the other.
Notwithstanding the foregoing,
the Buyer may
assign its rights hereunder
to any person
that purchases Securities
in a private
transaction from the
Buyer or to any
of its “affiliates,”
as that term
is defined under
the 1934 Act,
without the consent
of the Company.


 


h.                  
Third Party Beneficiaries.
This Agreement is intended
for the benefit of
the parties hereto
and their respective
permitted successors and
assigns, and is
not for the benefit
of, nor may
any provision hereof
be enforced by,
any other person.


 


i.                   
Survival. The representations
and warranties of the
Company and the agreements
and covenants set
forth in this
Agreement shall survive
the closing hereunder notwithstanding
any due diligence investigation
conducted by or
on behalf of
the Buyer. The Company
agrees to indemnify
and hold harmless
the Buyer and
all their officers,
directors, employees and agents
for loss or
damage arising as
a result of
or related to
any breach or
alleged breach by the
Company of any
of its representations,
warranties and covenants
set forth in
this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they
are incurred.


 


j.                   
Further Assurances. Each
party shall do
and perform, or
cause to be done
and performed, all
such further acts
and things, and
shall execute and
deliver all such other
agreements, certificates, instruments and
documents, as the
other party may
reasonably request in order
to carry out
the intent and
accomplish the purposes
of this Agreement
and the consummation of
the transactions contemplated
hereby.


 


k.                  
No Strict Construction.
The language used in
this Agreement will be
deemed to be
the language chosen
by the parties
to express their
mutual intent, and
no rules of strict
construction will be
applied against any
party.


 


l.                   
Remedies. The Company
acknowledges that a
breach by it
of its obligations hereunder
will cause irreparable
harm to the
Buyer by vitiating
the intent and
purpose of the transaction
contemplated hereby. Accordingly, the
Company acknowledges that
the remedy at law
for a breach
of its obligations
under this Agreement
will be inadequate
and agrees, in the
event of a
breach or threatened
breach by the
Company of the
provisions of this Agreement,
that the Buyer
shall be entitled,
in addition to
all other available
remedies at law
or in equity, and
in addition to
the penalties assessable
herein, to an
injunction or injunctions restraining,
preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other
security being required.


 


IN
 WITNESS  WHEREOF, 
the  undersigned  Buyer 
and  the  Company 
have  caused  this Agreement
to be duly
executed as of
the date first
above written.


 


Endeavor
IP, Inc.


 


By:
/s/ Ravinder Dhat


Ravinder
Dhat


Chief
Executive Officer


 


 


UNION
CAPITAL, LLC.


 


By:
/s/ Yakov Borenstein


Name:
Yakov Borenstein


Title:
 Manager


 


	AGGREGATE
    SUBSCRIPTION AMOUNT:	 
	Aggregate
    Principal Amount of
    Note:	$40,000.00
	Aggregate
    Purchase Price:	 
	Note
    1: $20,000.00 less
    $1,500.00 in legal
    fees and
    $1,600.00 in third
    party fees
	Note
    2: $20,000.00 less
    $1,500.00 in legal
    fees and $1,600.00
    in third party
    fees


 




    	5



    	 



    

 


EXHIBIT
A


144
NOTE – $20,000


 




    	6



    	 



    

 


EXHIBIT
B 


BACK
END NOTE 1


$20,000


 








    	7