Nutrastar International Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






EXECUTION COPY 

NUTRASTAR INTERNATIONAL INC. 

NOTE AND COMMON STOCK PURCHASE AGREEMENT 

THIS NOTE AND COMMON STOCK PURCHASE AGREEMENT (this
“Agreement”), dated as of November 16, 2015, is by and between
NUTRASTAR INTERNATIONAL INC., a Nevada corporation (the
“Company”), ACCRETIVE CAPITAL PARTNERS, LLC, an Illinois limited
liability company (“Accretive”), Richard E. Fearon, Jr., an
individual (“Mr. Fearon”), and Robert Tick, an individual
(“Mr. Tick” and, together with Mr. Fearon and Accretive, the
"Investors"). The Company and the Investors are sometimes
hereinafter referred to together as the “parties” or individually,
as a “party”. 

WHEREAS, the Company desires to borrower from the
Investors the aggregate sum of one hundred and eighty thousand United States
Dollars ($180,000) (the “Loan”), a portion of which Loan shall be
paid by the Investors in cash at the Closing and a portion of which shall be
paid by the Investors through the release by Mr. Fearon and Mr. Tick of certain
obligations of the Company as described in Section 5.5; and 

WHEREAS, in connection with procurement of the Loan, the
Company desires to issue to the Investors the Notes (as defined below) and the
Purchased Shares (as defined below), and the Investors desire to make the Loan
and purchase the Purchased Shares, on the terms and conditions set forth in this
Agreement. 

NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows: 

1.     Authorization and Sale of Note
and Purchased Shares. 

1.1     Authorization of Note and
Issuance of Purchased Shares. The Company has duly authorized the issuance
of (a) two or more promissory notes in the form of Exhibit A
hereto (each a “Note” and, collectively, the
“Notes”) in the aggregate principal amount of $180,000 (the
“Loan Amount”), (b) 673,853 shares in the aggregate (the
“Purchased Shares”) of the Company’s common stock, $0.001 par
value per share (“Common Stock”) (the Purchased Shares and the
Note, collectively, the “Securities”). 

1.2     Issuance of Notes and Purchased
Shares. In consideration of, and in express reliance upon, the
representations, warranties and covenants set forth herein and subject to the
terms and conditions set forth in this Agreement, at the Closing: 

(a)     the Company shall issue to each
Investor, and such Investor shall procure from the Company, in consideration for
such Investor’s funding of its portion of the Loan Amount, (i) a Note, duly
executed by the Company, in the amount set forth next to such Investor’s name on
Exhibit B hereto and (ii) the number of Purchased Shares set forth
next to each Investor’s name on Exhibit B hereto, in each case
free and clear of any lien, adverse right or claim, charge, option, pledge, covenant, title, defect,
security interest or other encumbrance of any kind (other than restrictions on
transfer imposed by applicable securities laws or as contemplated by this
Agreement) (“Liens”), and, in the case of the Purchased Shares, as
evidenced by one or more certificates, duly executed by the Company, dated the
Closing Date (as defined below) and bearing the appropriate legends as herein
provided.




(b)     each Investor shall deliver or
cause to be delivered its portion of the Loan Amount which is to be paid in cash
at the Closing as set forth in Exhibit B, by wire transfer of
immediately available funds to the Company’s bank account specified in writing;
provided, that a portion of the total Loan Amount is being delivered by Mr.
Fearon and Mr. Tick in accordance with Section 5.5 hereof. 

1.3     Closing. The closing of the
issuance of the Securities pursuant to this Agreement (the
“Closing”) shall take place virtually by exchange of electronic
signatures (with originals followed by overnight courier) on the date hereof, or
at such other time, date and place as are mutually agreeable to the Company and
the Investors. The date of the Closing is hereinafter referred to as the
“Closing Date.” 

2.     Representations and Warranties of
the Company. As a material inducement to the Investors to enter into and
perform its obligations under this Agreement, the Company represents and
warrants to the Investors as of the date hereof as follows: 

2.1     Organization, Good Standing and
Qualification. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada and has all
requisite corporate power and authority to carry on its business as now
conducted and as currently proposed to be conducted. The Company is duly
qualified to transact business and is in good standing in each jurisdiction in
which the failure to so qualify is reasonably likely to have a material adverse
effect on the business, properties, or financial condition of the Company or the
ability of the Company to consummate the transactions contemplated by this
Agreement (a “Material Adverse Effect”). 

2.2     Authorization. All corporate
action on the part of the Company and its shareholders, directors and officers
necessary for the authorization, execution and delivery of, and performance
under, this Agreement and the Securities has been taken. 

2.3    Enforceability. This Agreement and
each of the Securities constitutes a valid and legally binding obligation of the
Company, enforceable in accordance with its terms, except (a) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors' rights generally or by
equitable principles, (b) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies, and (c) to
the extent that the enforceability of the indemnification provisions may be
limited by applicable laws; provided, however, in the case of subparagraphs (b)
and (c), the Company waives all such limitations to the maximum extent permitted
by applicable law. 

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2.4     Issuance of the
Securities.

(a)     The Notes are duly authorized and,
when issued and paid for in accordance with this Agreement, will be free and
clear of all Liens, other than Liens created or imposed on the holders thereof
through no action of the Company.

(b)     The Purchased Shares are duly
authorized and, when issued and paid for in accordance with this Agreement, will
be duly and validly issued, fully paid and nonassessable, free and clear of all
Liens, other than any Liens created by or imposed on the holders thereof through
no action of the Company. The Company has reserved from its duly authorized
capital stock the maximum number of shares of Common Stock issuable as Purchased
Shares pursuant to this Agreement. 

2.5     Capitalization.

(a)     The authorized and outstanding
capitalization of the Company is as described in the Company's most recent
periodic report filed with the United States Securities and Exchange Commission
(the “SEC Filing”). The Company has not issued any capital stock
since such filing, other than pursuant to the exercise of employee stock options
under the Company's stock option plans and pursuant to the conversion or
exercise of Common Stock equivalents outstanding on the date thereof. All shares
of the Company’s issued and outstanding capital stock have been duly authorized,
are validly issued and outstanding, and are fully paid and nonassessable. No
securities issued by the Company from January 1, 2012 to the date hereof were
issued in violation of any statutory or common law preemptive rights. There are
no dividends which have accrued or been declared but are unpaid on the capital
stock of the Company. All taxes required to be paid by the Company in connection
with the issuance and any transfers of the Company’s capital stock have been
paid. All outstanding securities of the Company have been issued in all material
respects in accordance with the provisions of all applicable securities and
other laws. 

(b)     No Person has any right of first
refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by the this Agreement. Except as
set forth in the SEC Filing or a result of the purchase and sale of the
Securities, there are no outstanding options, warrants, rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exchangeable for, or giving any Person
any right to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any
subsidiary of the Company is or may become bound to issue additional shares of
Common Stock, or securities or rights convertible or exchangeable into shares of
Common Stock. The issue and sale of the Securities will not obligate the Company
to issue shares of Common Stock or other securities to any Person (other than
the Investors) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under
such securities. 

2.6     Consents. No consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority or any other person or entity is required in connection
with the consummation of the transactions contemplated by this Agreement, except for
compliance with notice filing and other requirements under federal and
applicable state securities laws. 

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2.7     Brokers. No broker,
investment banker, financial advisor or other person is entitled to any
broker’s, finder’s or other similar fee or commission in connection with this
Agreement or the transactions contemplated hereby based upon arrangements made
by or on behalf of the Company.

2.8     No Violation of Law. The
execution, delivery and performance by the Company of this Agreement, including
the Company’s obligations with respect to the Securities will not result in any
violation of any agreement, indenture, instrument, license, judgment, decree,
order, law, statute, ordinance or other governmental rule or regulation
applicable to the Company. 

2.9     No Actions. There are no
pending or, to the best of the Company’s knowledge after due and diligent
inquiry, threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely affect the
Company’s performance of its obligations with respect to this Agreement and the
Securities. 

2.10     Offering Exemption. Based
in part on the representations of the Investors set forth in Section 3
below, the offer, sale and issuance of the Securities in conformity with the
terms of this Agreement are exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”) and are
exempt from the qualification or registration requirements of applicable state
securities laws. Neither the Company nor any agent on its behalf has solicited
or will solicit any offers to sell or has offered to sell or will offer to sell
all or any part of the Securities to any person or entity so as to bring the
sale of such Securities by the Company within the registration provisions of the
Securities Act or any state securities laws. 

3.     Representations and Warranties of
the Investors. As a material inducement to the Company to enter into and
perform its obligations under this Agreement, each Investor represents and
warrants to the Company, severally and not jointly, on behalf of itself or
himself only, with each reference to “Investor” referring to such Investor only,
as of the date hereof as follows: 

3.1     Accretive is a limited liability
company duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization. Mr. Fearon and Mr. Tick is each an
individual and citizen of the United States of America. The Investor has all
requisite power and authority to execute, deliver and perform this Agreement on
behalf of the Investor. All action on the part of the Investor necessary for the
authorization, execution, delivery and performance of all obligations of the
Investor under this Agreement has been taken. This Agreement constitutes the
valid and legally binding obligation of the Investor, enforceable in accordance
with its terms, except (a) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally or by equitable principles, (b) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies and (c) to the extent that the
enforceability of indemnification provisions may be limited by applicable laws;
provided, however, in the case of subparagraphs (b) and (c),
the Investor waives all such limitations to the maximum extent permitted by
applicable law. 

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3.2     The Securities allocated to the
Investor will be acquired by the Investor for its own account for investment
purposes and not with a view to, or for sale in connection with, any
distribution. The Investor does not presently have any contract, undertaking or
agreement with any person or entity to sell, transfer or grant participation
rights to any other person or entity with respect to any of the Securities. 

3.3     The Investor is an “accredited
investor” within the meaning of Rule 501(a) promulgated under the Securities
Act. The Investor acknowledges and agrees that the Securities must be held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. The Investor understands that
no public market now exists for any securities issued by the Company and that a
public market may never exist for the Securities. 

3.4     The Investor acknowledges that it
has received all of the information it considers necessary or appropriate for
deciding whether to acquire the Securities allocated to it. The Investor further
represents that it has had an opportunity to ask questions and receive answers
from the Company regarding the business, assets, prospects and financial
condition of the Company and to obtain any additional information necessary to
verify the accuracy of the information provided by the Company and the risks
associated with its decision to acquire the Securities. 

4.     Conditions to Closing. 

4.1     Conditions to Obligations of the
Investors. The obligations of the Investors under this Agreement are subject
to the fulfillment, or the waiver by the Investors, of the conditions set forth
in this Section 4.1 on or before the Closing Date:

(a)     The representations and warranties
of the Company contained in Section 2 shall be true, correct and complete
on and as of Closing with the same force and effect as if they had been made at
such time. 

(b)     The Company shall have performed
and complied in all material respects with all conditions, covenants and
agreements contained in this Agreement required to be performed or complied with
by it on or before the Closing. 

(c)     All consents and approvals required
for the consummation of the transactions contemplated by this Agreement shall
have been obtained. 

(d)     The Company shall have delivered to
the Investors the Notes and the Purchased Shares in accordance with Section
1.2(a) above. 

4.2     Conditions to Obligations of the
Company. The obligations of the Company under this Agreement are subject to
the fulfillment, or the waiver in writing by the Company, of the conditions set
forth in this Section 4.2 on or before the Closing Date: 

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(a)     The representations and warranties
of the Investors contained in Section 3 shall be true, correct and
complete on and as of Closing with the same force and effect as if they had been
made at such time. 

(b)     The Investors shall have performed
and complied in all material respects with all conditions, covenants and
agreements contained in this Agreement required to be performed or complied with
by it on or before the Closing. 

(c)     All consents and approvals required
for the consummation of the transactions contemplated by this Agreement shall
have been obtained. 

(d)     The Investors shall have delivered
to the Company the portion of Loan Amount which is to be paid in cash at the
Closing in accordance with Section 1.2(b) above. 

5.     Covenants.

5.1     Certain Covenants of the
Company. The Company hereby covenants and agrees, that, except as otherwise
required hereby, until the date upon which all outstanding amounts under the
Notes are fully repaid: 

(a)     Maintenance of Properties and
Leases. The Company shall keep its properties in good repair, working order
and condition, and from time to time make all needed and proper, or legally
required, repairs, renewals, replacements, additions and improvements thereto;
and the Company shall at all times comply with each provision of all leases and
agreements to which the Company is a party or under which the Company occupies,
or has possession of, any property. 

(b)     Accounts and Records. The
Company shall keep true records and books of account in which full, true and
correct entries shall be made of all dealings or transactions in relation to its
business and affairs as required in accordance with U.S. generally accepted
accounting principles. 

(c)     Compliance with Requirements of
Governmental Authorities. The Company shall duly observe and conform in all
material respects to all requirements of governmental authorities relating to
the conduct of its business or to its property or assets. 

5.2     Certain Actions by the Board of
Directors. The parties shall cause to be convened a meeting of the board of
directors of the Company (the “Board of Directors”) not later than
five (5) business days following the Closing Date, (or, if the parties shall so
mutually agree, cause to be executed a unanimous written consent of the Board of
Directors, to be effective not later than five (5) business days following the
Closing Date), for the purpose of approving the following matters, in each case
on terms and subject to conditions reasonably satisfactory to the Investors: 

(a)
  removal of the current chairman of the Board of Directors and election of a
  replacement non-executive chairman, in each case as promptly as practicable; 

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(b)     commencing a rights offering
to the shareholders of the Company. having an aggregate value of not less than
$300,000 and not more than $750,000, not later than the first quarter of fiscal
year 2016; 

(c)     making of an intercompany term loan
by Daqing Shuaiyi Biotech Co., Ltd. (“DSB”) to the Company or one
or more subsidiaries of the Company having an initial principal amount (and
resulting in US-dollar denominated proceeds being available to the Company) of
not less than fifty percent (50%) of DSB’s available cash as of the origination
date of such term loan, not later than the first quarter of fiscal year 2016;
and 

(d)     each of the payments described in
Section 5.3 below. 

5.3     Use of Loan Proceeds. The
Company shall use the cash proceeds of the Loan as follows: 

(a)     not less than $15,000 shall be
reserved for the purposes of engaging legal counsel for certain dispute
resolution matters in the People’s Republic of China; 

(b)     not less than $10,000 shall be
reserved for other costs and expenses (including travel and reasonable and
documented out-of-pocket expenses) incurred by the Company and its
representatives relating the dispute resolution matters described above; 

(c)     not less than $20,000 shall be
reserved for a one-time payment to Mr. Tick in satisfaction (on a
dollar-for-dollar basis) of a portion of the Company’s obligations with respect
to amounts due and unpaid to Mr. Tick as described in Schedule 5.5 ; 

(d)     not less than $32,000 shall be
reserved for the payment of Crowe Horwath LLP or its applicable affiliate (the
“Accountant”) for services rendered in connection with the
preparation of the Company’s financial statements during fiscal year 2015; 

(e)     not less than $10,000 shall be
reserved for the payment of the expense reimbursement contemplated by Section
6.14 below; and 

(f)     the balance of the Loan Amount
shall be used as may be determined by the Board of Directors.

5.4     Acknowledgement of
Accountants. Not later than thirty (30) days following the Closing Date, the
Company shall deliver to the Investors the written acknowledgement of the
Accountant to the effect that the payment contemplated by Section
5.3(d) was in full satisfaction of the amounts due to the Accountant for
services rendered with respect to the Company’s financial statements for the
periods ended March 31, 2015 and June 30, 2015 (and such later periods as the
Accountant may so acknowledge in writing) that were included in the Company’s
Forms 10-Q for such periods.

5.5     Release of Certain Claims.
The Company acknowledges and agrees as follows: (i) the amounts listed under the
heading “Total Claims” on Schedule 5.5 are due and payable
to Mr. Tick by the Company as of immediately prior to the Closing; (ii) the
non-cash portion of the Loan Amount described in Exhibit B hereto
shall by funded by Mr. Fearon and Mr. Tick (on a dollar-for-dollar basis) through the release by
Mr. Fearon and Mr. Tick of certain claims in the amounts listed under the
heading “Released Amounts” on Schedule 5.5, which shall reduce such “Total
Claims” on a dollar-for-dollar basis in the amount of such released claims; and
(iii) following the payment contemplated by Section 5.3(c) above, the
amount of such “Total Claims” for Mr. Tick shall be further reduced on a
dollar-for-dollar basis in the amount of such payment. 

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5.6     Guarantees and Collateral for the Notes.

(a)     Each of the direct and indirect subsidiaries of the Company
listed on Schedule 5.6 (the “Subsidiary
Guarantors”) hereto shall guarantee the Company’s obligations
under the Notes. Not later than sixty (60) days following the Closing Date, the
Company shall deliver or cause to be delivered to the Investors (i) written
guarantees of the Company’s obligations under the Notes by each Subsidiary
Guarantor (the “Guarantee Agreements”) and (ii) written amendments
to the Notes in order to add each Subsidiary Guarantor as an additional borrower
and obligor under the Notes (the “Note Amendments”), in each case
having customary terms and conditions reasonably satisfactory to the Investors
and together with such other documentation as may be required in connection with
the matters described in this Section 5.6(a). 

(b)     Not later than sixty (60) days following the Closing Date,
the Company shall deliver or cause to be delivered to the Investors a pledge and
security agreement having customary terms and conditions reasonably satisfactory
to the Investors (the “Pledge and Security Agreement”), pursuant
to which, among other things, (i) the Company shall pledge or shall cause to be
pledged 100% of the assets of the Company (including 100% of the issued and
outstanding equity of Oriental Global Holdings Limited (“Oriental
Global”)) as collateral to secure the Company’s obligations under the
Notes and (ii) Oriental Global shall pledge or shall cause to be pledged 100% of
the issued and outstanding equity interests of Harbin Baixin Biotech Development
Co., Ltd. as collateral to secure the Company’s obligations under the Notes, in
each case together with such other documentation as may be required in
connection with the pledges of collateral described in this Section
5.6(b).

(c)     Investor shall reserve a portion of the Loan proceeds
described in Section 5.3(e) (up to an aggregate of $2,500) for the
purpose of the Investor retaining legal counsel in connection with the
preparation, execution and performance of the Guarantee Agreements, the Note
Amendments, the Pledge and Security Agreement and related documentation, and any
costs and expenses in excess thereof shall be borne by the Company or its
subsidiaries, as the case may be. 

5.7     Liquidated Damages. The Company and the Investors
agree that the Investors will suffer damages if the Notes are not paid when due
or any of the covenants set forth in this Section 5 are not satisfied by the
Company. The Company and the Investors further agree that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly, if
the Notes are not paid when due or any covenant of the Company in this Section 5
is breached, (any such failure or breach being referred to as an
“Event”), the Company shall pay as liquidated damages for such
failure and not as a penalty to each Investor an amount of shares of Common
Stock equal to such Investor’s pro rata amount (based on the such Investor’s
shares of the total Loan Amount) of the then authorized but unissued Common Stock
of the Company (the “Damages Shares”). The parties agree that the
Damages Shares represent a reasonable estimate on the part of the parties, as of
the date of this Agreement, of the amount of damages that may be incurred by the
Investors if any Event as described herein has occurred. Notwithstanding the
foregoing, the Company shall remain obligated to cure the breach or correct the
condition that caused the Event, and the Investor shall have the right to take
any action necessary or desirable to enforce such obligation. 

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5.8     Certain Matters with Respect to the Purchased Shares


(a)     The Investors agree that all certificates or other
instruments representing the Purchased Shares subject to this Agreement will
bear a legend substantially to the following effect: 

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE
A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT OR SUCH LAWS.” 

(b)     In addition to any rights afforded to the Purchased Shares
under the organizational documents of the Company or at equity or law, if at any
time prior to the repayment in full of the Notes, the Company issues any shares
of Common Stock, or securities or rights convertible into or exchangeable or
exercisable for any shares of Common Stock, or any other equity securities of
the Company or any securities representing the right to purchase or otherwise
receive any shares of Common Stock, in each case other than in connection with
the rights offering described in Section 5.2(b) (any such issuance, a
“Dilutive Issuance”), then the Company shall, immediately
following such Dilutive Issuance, issue to the Investors additional shares of
Common Stock (the “Additional Shares”) in amounts such that (I)
the ratio of (x) the total number of Purchased Shares and Additional Shares
owned by all Investors immediately following such issuance of Additional Shares
to (y) the total number of all shares of Common Stock issued and outstanding
immediately following such issuance of Additional Shares, is the same as (II)
the ratio of (x) the total number of Purchased Shares and Additional Shares (if
any) owned by all Investors as of immediately prior to such Dilutive Issuance to
(y) the total number of all shares of Common Stock issued and outstanding as of
immediately prior to such Dilutive Issuance. Any such Additional Shares shall
have the same rights and be subject to the same restrictions as the Purchased
Shares. 

(c)     If during any period when a shelf registration statement is
not effective or available, the Company proposes to register any of its
securities and the registration form to be filed may be used for the
registration or qualification for distribution of Purchased Shares, the Company
shall give prompt written notice to the Investors of its intention to effect
such a registration (but in no event less than ten (10) business days prior to
the anticipated filing date) and shall include in such registration all
Purchased Shares with respect to which the Company has received written requests for inclusion therein within ten
(10) business days after the date of the Company’s notice (a “Piggyback
Registration”). Any such person that has made such a written request may
withdraw its Purchased Shares from such Piggyback Registration by giving written
notice to the Company and the managing underwriter, if any, on or before the
fifth (5th) business day prior to the planned effective date of such Piggyback
Registration. The Company may terminate or withdraw any registration under this
section prior to the effectiveness of such registration, whether or not the
Investors have elected to include Purchased Shares in such registration. 

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5.9     Public Announcements. The
Company shall, not later than four (4) business days after the Closing Date,
file a Form 8-K and/or issue a press release describing (i) the purpose and
rationale for (A) the Investors making the Loan hereunder and (B) the Company
seeking the intercompany term loan described in Section 5.2(c), (ii) the
Board’s intention to change its chairman in accordance with Section
5.2(a), and (iii) such other material matters set forth in this Agreement as
may be required to be disclosed therein. The Company shall timely file any
subsequent Forms 8-K and/or issue press releases as may be required from time to
time following the completion of any of the matters set forth in this Agreement.


5.10     Further Assurances. At any
time, and from time to time, upon the written request of the Investors, the
Company execute and deliver such further documents and do such further acts and
things as the Investors may reasonably request in order to effect the purposes
of this Agreement. 

6.     Miscellaneous. 

6.1     Survival. All
representations and warranties made by the Company and the Investors in this
Agreement or pursuant hereto shall survive the Closing. The covenants and
agreements set forth in this Agreement shall survive the Closing and shall
continue until all obligations set forth therein shall have been performed or
satisfied or they shall have terminated in accordance with their terms. For the
avoidance of doubt, the covenants set forth in Article 5 hereof (other
than in Section 5.1) shall not be affected by, and shall survive, the
repayment (in full or in part) of the Note. 

6.2     Successors and Assigns.
Except as otherwise expressly provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties (including transferees of any
Securities). Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by the Company. Any attempted assignment
made in contravention of this Agreement shall be null and void and of no force
or effect. 

6.3     Entire Agreement. This
Agreement and the documents, schedules and exhibits referred to herein
constitute the entire agreement between the parties and supersede all prior
communications, representations, understandings and agreements of the parties
with respect to the subject matter hereof and thereof. No party shall be liable
or bound to any other party in any manner by any warranties, representations or
covenants except as specifically set forth herein or therein. All schedules and
exhibits hereto are hereby incorporated herein by reference. Nothing in this
Agreement, express or implied, is intended to confer upon any third party any
rights, remedies, obligations or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement. 

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6.4     General Interpretation. The
terms of this Agreement have been negotiated by the parties hereto and the
language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent. This Agreement shall be construed
without regard to any presumption or rule requiring construction against the
party causing such instrument or any portion thereof to be drafted, or in favor
of the party receiving a particular benefit under this Agreement. No rule of
strict construction will be applied against any person or entity. 

6.5     Jury Trial Waiver. To the
fullest extent permitted by law, and as separately bargained-for-consideration,
each party hereby waives any right to trial by jury in any action, suit,
proceeding or counterclaim of any kind arising out of or relating to this
Agreement. 

6.6     Governing Law. This
Agreement shall be governed by and construed under the laws of the State of
Nevada, without regard to its body of law controlling conflicts of law. 

6.7     Section Headings. The
section headings are for the convenience of the parties and in no way alter,
modify, amend, limit or restrict the contractual obligations of the parties.


6.8     Severability. If any term of
provision of this Agreement is determined to be illegal, unenforceable or
invalid in whole or in part for any reason, such illegal, unenforceable or
invalid provisions or party thereof shall be stricken from this Agreement, and
such provision shall not affect the legality, enforceability or validity of the
remainder of this Agreement. If any provision or part thereof of this Agreement
is stricken in accordance with the provisions of this Section 6.8, then such
stricken provision shall be replaced, to extent possible, with a legal,
enforceable and valid provision that is as similar in tenor to the stricken
provision as is legally possible. 

6.9     Notices. All notices
required or permitted under this Agreement or the Notes shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed facsimile or electronic mail if sent during
normal business hours of the recipient, if not, then on the next business day,
(c) five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) business day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All such communications shall be sent to
the Company at the address as set forth on the signature page hereof and to any
Investor at the addresses set forth on the signature page hereof or at such
other address as the Company or any Investor may designate by three (3) days
advance written notice to the other party hereto. 

6.10     Amendments and Waivers.
Except as otherwise expressly set forth in this Agreement, any term of this
Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
the Company and the Investors. 

11 




6.11     Pronouns; Construction.
Whenever the context may require, any pronouns used in this Agreement shall
include the corresponding masculine, feminine or neutral forms, and the singular
form of nouns and pronouns shall include the plural, and vice versa. The words
“include,” “includes” and “including” shall be deemed to be followed by the
words “without limitation”; (b) the word “or” is not exclusive; and (c) the
words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this
Agreement as a whole (which shall include the exhibits, schedules, annexes and
appendices hereto). 

6.12     No Waiver. No waiver of any
provision or consent to any action shall constitute a waiver of any other
provision or consent to any other action, whether or not similar. No waiver or
consent shall constitute a continuing waiver or consent or commit a party to
provide a waiver in the future except to the extent specifically set forth in
writing. 

6.13     Counterparts. This
Agreement may be executed and delivered (including by facsimile or other
electronic transmission) in any number of counterparts, each of which shall be
deemed to be an original, and all of which together shall constitute one and the
same document. 

6.14     Expenses. Except as
otherwise expressly provided herein, all costs and expenses, including fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with the preparation, negotiation execution and performance of this
Agreement and the Notes and the documents and transactions contemplated hereby
and thereby shall be paid by the party incurring such costs and expenses,
whether or not the Closing shall have occurred; provided, however,
the Company shall be responsible for the payment of Accretive’s reasonable and
documented legal fees relating to the preparation, execution and performance of
this Agreement and the Note and the other transaction documents contemplated
hereby and thereby and the consummation of the transactions contemplated herein
and therein, in the amount of $10,000, which payment may be made directly from
the payment proceeds described herein. 

[Remainder of page intentionally left blank. Signatures on
following page.]

12 




IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the date first written above. 

		COMPANY:  
	  	  
		NUTRASTAR INTERNATIONAL
      INC.  
		a Nevada
corporation  
	  	  
	  	  
		By:        	 /s/ Robert Tick  
	  	               Name:
      Robert Tick 
	  	               Title:
      Chief Financial Officer 
	  	  
		Address:   4/F Yushan
      Plaza, 51 Yushan Road  
		                  
      Nangang District, Harbin  
	  	         
               China 150090 
	  	         
               Attn: Chief Financial Officer
  


[Signature Page to Note and Common Stock Purchase
Agreement] 





	 	INVESTORS:

	 	  
	 	ACCRETIVE CAPITAL PARTNERS, LLC

	 	  
	 	By: ACCRETIVE CAPITAL MANAGEMENT,
  
	 	LLC, its Manager 
	 	  
	 	  
	 	By: 	/s/
      Richard E. Fearon, Jr.  
	 	Richard E. Fearon, Jr. 
	 	Managing Partner 
	 	  
	 	Address: 16 Wall Street, 2nd
      Floor 
	 	         
                       
       Madison, CT 06443 
	 	  
	 	  
	 	           /s/ Robert Tick 
	 	Robert Tick 
	 	  
	 	Address: 4/F Yushan Plaza, 51 Yusan
      Road 
	 	         
                       
       Nangang District, Harbin 
	 	         
                         China
      150090 
	 	  
	 	  
	 	           /s/ Richard E. Fearon
      Jr. 
	 	Richard E. Fearon, Jr. 
	 	  
	 	Address: 16 Wall Street, 2nd
      Floor 
	 	         
                       
       Madison, CT 06443 


[Signature Page to Note and Common Stock Purchase
Agreement] 




EXHIBIT A 

NUTRASTAR INTERNATIONAL INC. 

PROMISSORY NOTE 

	$[________] 	November 16, 2015 


This Note is issued pursuant to that certain Note and Common
Stock Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”). Capitalized terms used herein but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Purchase
Agreement. 

1.     Principal and Interest. 

NUTRASTAR INTERNATIONAL INC., a Nevada corporation (the
“Company”), for value received, hereby promises to pay to
[____________] (“Payee”), in lawful money of the United States at
the address of Payee the principal amount of [_____________] ($[_____________]),
together with interest (computed on the basis of a 360-day year for the actual
number of days elapsed) accruing and compounding monthly from the date hereof on
the unpaid balance of such principal amount from time to time outstanding at a
rate equal to twelve percent (12%) per annum until paid in full as
provided herein. 

This Note is one of a duly authorized issue of Promissory Notes
of the Company, in aggregate principal amount of One Hundred Eighty Thousand
Dollars ($180,000) (the “Bridge Notes”) issued pursuant to the
Purchase Agreement. The Bridge Notes rank equally and ratably without priority
over one another. No payment, including any prepayment, shall be made hereunder
unless payment, including any prepayment, is offered with respect to the other
Bridge Notes in an amount which bears the same ratio to the then unpaid
principal amount of such Bridge Notes as the payment made hereon bears to the
then unpaid principal amount under this Note. 

Subject to the terms hereof, the principal of, and all accrued
but unpaid interest on, this Note are due and payable on the earliest of the
following (such date, “Maturity Date”): 

(a)     within five (5) days after the
consummation by the Company of any debt or equity financing in one transaction
or series of related transactions, which sale results in gross proceeds to the
Company of at least $200,000; 

(b)     upon (i) the sale or other
disposition of all or substantially all of the Company’s assets or (ii) the
acquisition of the Company by another entity by means of any transaction or
series of related transactions to which the Company is party (including, without
limitation, any stock acquisition, reorganization, merger or consolidation but
excluding any sale of stock for capital raising purposes) other than a
transaction or series of transactions in which the holders of the voting
securities of the Company outstanding immediately prior to such transaction continue to retain
(either by such voting securities being converted into voting securities of the
surviving entity), as a result of shares in the Company held by such holders
prior to such transaction, at least fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving
entity outstanding immediately after such transaction or series of transactions;




(c)     within five (5) days after the
Company or any of its direct or indirect subsidiaries or affiliates makes a
payment (other than as contemplated by Section 5.3 of the Purchase
Agreement) to any of the creditors of the Company in the schedule of entities
and individuals to be acknowledged and agreed in writing by the parties on the
date hereof; or (

d)     March 16, 2016. 

Upon payment in full of all amounts payable hereunder, this
Note shall be surrendered to the Company for cancellation. 

2.     Prepayment. This Note may be
prepaid in whole or in part at any time without the payment of any unearned
interest, penalty or premium, upon five (5) days’ prior written notice to Payee.
Each and every payment (including all partial payments or prepayments) received
by the Payee under this Note shall be applied first to costs due in connection
with this Note, then to outstanding interest and then to outstanding principal.


3.     Event of Default. The
outstanding principal of, and all accrued but unpaid interest on, this Note
shall become immediately due and payable, at the election of Payee, if (a) the
Company commences any proceeding in bankruptcy or for dissolution, liquidation,
winding-up, composition or other relief under state or federal bankruptcy laws;
(b) any such proceeding is commenced against the Company, or a receiver or
trustee is appointed for the Company or a substantial part of its property; (c)
the Company breaches any representation, warranty, covenant or agreement set
forth in the Purchase Agreement or this Note and such breach remains uncured for
a period of seven (7) days after the Company receives written notice thereof
(each, an “Event of Default”). Interest shall accrue after an
Event of Default at the rate of fifteen percent (15%) per annum until this Note
is paid in full or such Event of Default is cured (the “Default
Rate”). 

4.     Waivers. The Company hereby
waives presentment, demand for performance, notice of non-performance, protest,
notice of protest and notice of dishonor. No waiver of any provision or consent
to any action shall constitute a waiver of any other provision or consent to any
other action, whether or not similar. No waiver or consent shall constitute a
continuing waiver or consent or commit a party to provide a waiver in the future
except to the extent specifically set forth in writing. The Payee shall not be
deemed, by any act of omission or commission, to have waived any of its rights
or remedies hereunder unless such waiver is in writing and signed by the Payee
and then only to the extent specifically set forth in writing. THE COMPANY
ACKNOWLEDGES THAT THE OBLIGATION EVIDENCED BY THIS NOTE IS A COMMERCIAL
TRANSACTION AND WAIVES ITS RIGHTS TO NOTICE AND HEARING UNDER APPLICABLE LAW, OR
AS OTHERWISE ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT
REMEDY WHICH THE PAYEE MAY DESIRE TO USE. 

A-2 




5.     No Shorting. Payee agrees
that so long as this Note from the Company to Payee remains outstanding, Payee
will not enter into or effect “short sales” of the Purchased Shares or hedging
transaction which establishes a net short position with respect to the Purchased
Shares. 

6.     Attorney’s Fees. Should this
Note or any part thereof be collected at law or in equity, or in bankruptcy,
receivership or any other court proceeding (whether at the trial or appellate
level), or should this Note be placed in the hands of attorneys for collection
following any Event of Default, the Company agrees to pay, in addition to the
principal, any late payment charge and interest due and payable hereunder, all
costs of collecting or attempting to collect this Note, including reasonable
attorneys' fees and expenses and court costs, regardless of whether any legal
proceeding is commenced hereunder, together with interest thereon at the Default
Rate from the date paid by Payee until such expenses are repaid to Payee. 

7.     Governing Law. This Note
shall be governed by and construed under the laws of the State of Nevada,
without regard to its body of law controlling conflicts of law. 

8.     Legal Interest.
Notwithstanding anything heretofore set forth to the contrary, in no event shall
any interest payable under this Note exceed the maximum interest rate permitted
under law or the rate that could subject Payee to either civil or criminal
liability as a result of being in excess of the maximum interest rate that the
Company is permitted by applicable law to contract or agree to pay. If by the
terms of this Note, the Company is at any time required or obligated to pay
interest on the principal balance due hereunder at a rate in excess of such
maximum rate, the interest rate hereinabove set forth or the Default Rate, as
the case may be, shall be deemed to be immediately reduced to such maximum rate
and all previous payments in excess of the maximum rate shall be deemed to have
been payments in reduction of principal and not on account of the interest due
hereunder. All sums paid or agreed to be paid to the Payee for the use,
forbearance, or detention of the indebtedness hereunder, shall, to the extent
permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the full stated term of this Note until payment in full so that the
rate or amount of interest on account of the indebtedness hereunder does not
exceed the maximum lawful rate of interest from time to time in effect and
applicable to the Loan for so long as the Loan is outstanding. The Company
agrees to an effective rate of interest that is the rate stated herein plus any
additional rate of interest resulting from any other charges in the nature of
interest paid or to be paid by or on behalf of the Company, or any benefit
received or to be received by Payee, in connection with this Note. 

9.     Amendment. Except as
otherwise set forth in the Purchase Agreement, any term of this Note may be
amended and the observance of any term of this Note may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and Payee. 

10.     Remedies Cumulative. The
rights, powers and remedies of the Payee, available at law, in equity or as
stated herein, shall be cumulative and concurrent and may be exercised or
otherwise pursued by the Payee singly, successively or concurrently against the
Company at the sole discretion of the Payee, and may be exercised as often as
occasion therefor shall incur. The failure to exercise any such right or remedy
shall in no event be construed as a waiver or release thereof. 

A-3 




11.     Jury Trial Waiver. To the
fullest extent permitted by law, and as separately bargained-for-consideration,
each party hereby waives any right to trial by jury in any action, suit,
proceeding or counterclaim of any kind arising out of or relating to this Note.


[Remainder of page intentionally left blank. Signature on
following page.] 

A-4 




IN WITNESS WHEREOF, the Company has caused this Note to
be duly executed and delivered by its proper and duly authorized officer as of
the date first written above. 

	 	NUTRASTAR INTERNATIONAL INC. 
	 	a Nevada corporation 
	 	  
	 	  
	 	  
	 	By:     _________________________
	 	           Name:
      Robert Tick 
	 	           Title:
      Chief Financial Officer 


[Signature Page to Promissory Note – [________] Principal
Amount] 




EXHIBIT B 
Allocation of Loan Amount
and Purchased Shares 


	 	 	 
	Investor Name: 	Loan Amount: 	Purchased Shares: 
	 
    	  	  
	Accretive Capital Partners, LLC 	$115,000 (payable in cash pursuant to Section
      1.2(b)) 	430,517 
	 
    	  	  
	Robert Tick 	$60,000 (payable through release of claims pursuant
      to Section 5.5) 	224,618 
	 
    	  	  
	Richard E. Fearon, Jr. 	$5,000 (payable through release of claims pursuant
      to Section 5.5) 	18,718 
	 
    	  	  
	                 
                         
                         
                         
                                             
      Total: 	$180,000 	673,853 



[Exhibit B – Allocation of Loan Amount and Purchased Shares]





SCHEDULE 5.5 
Certain Claims Against
the Company 


	 	 	 	 
	Obligor: 	Claimant: 	Total Claims: 	Released Claims: 
	 
    	  	  	  
	Nutrastar International, Inc. 	Robert Tick 	$139,826 	$60,000 
	 
    	  	  	  
	Nutrastar International, Inc. 	Richard E. Fearon, Jr. 	$7,484 	$5,000 



[Schedule 5.5 – Certain Claims Against the Company] 




SCHEDULE 5.6 
Subsidiary Guarantors 

Oriental Global Holdings Limited 

Harbin Baixin Biotech Development Co., Ltd. 

Daqing Shuaiyi Biotech Co., Ltd. 

[Schedule 5.6 – Subsidiary Guarantors]