NutraStar International Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






AMENDATORY AGREEMENT 

            AMENDATORY
AGREEMENT, dated as of December 7, 2016 (this “Agreement”), among
NUTRASTAR INTERNATIONAL
INC., a Nevada corporation (the “Company”) and
the parties listed as investors on Exhibit A hereto (each an
“Investor” and, collectively, the “Investors”) and
ACCRETIVE CAPITAL ASIA,
LLC, an Illinois limited liability company (“Accretive” and in
its capacity as note holder representative under the Purchase Agreement (as
hereinafter defined) the “Agent”). Capitalized terms used, but not
otherwise defined, in this Agreement have the meanings ascribed to them in the
Purchase Agreement. 

RECITALS 

            A.       
On January 29, 2016, the Company, the Investors, Daniel Seidenspinner
(“DS”) and the predecessor in interest to Accretive, as both an Investor
and as the Agent, entered into a Note and Common Stock Purchase Agreement (the
“Purchase Agreement”) pursuant to which the Company borrowed from the
Investors and DS the aggregate sum of one million, one hundred thousand United
States Dollars ($1,100,000) (the “Loan”). 

            B.       
In connection with the procurement of the Loan, the Company issued to the
Investors and DS the Notes in the aggregate principal amount of $1,100,000 and
the Purchased Shares constituting 7,117,767 shares of the Company’s Common Stock
in the aggregate. 

            C.      
The Notes mature and the principal amount of the Notes and all accrued, but
unpaid interest thereon, come due on October 29, 2016.

            D.       
The Company has requested the Investors and DS to extend the Maturity Date of
the Notes until the first to occur of (1) the date that is 180 days following
the date that any single Investor or group of Investors holding at least
thirty-five percent (35%) of the principal amount of the Notes notify the
Company in writing that they desire that the Notes mature or (2) February 28,
2017, if any Payee notifies the Company in writing after February 15, 2016 but
before February 18, 2017 of its desire that the Notes mature and come due and
payable.

            E.       
DS has indicated his unwillingness to extend the Maturity Date as aforesaid or
to make any of the other modifications contemplated by this Agreement. 

            F.       
The Investors are willing to extend the Maturity Date of the Note as requested
by the Company, if, but only if, the Company agrees to the following additional
terms and conditions: 

 

		• 	
      Each Note will be amended to permit the holder of each
      Note at such holder’s election to convert the Note in whole, or in part,
      at any time or from time to time, at a conversion price of two cents
      ($0.02) per share; 

	 	  	     
		• 	
      Accrued, but unpaid, interest on each of the Notes
      through the date of this Agreement shall be added to the principal amount
      of each such Note; 








	 	• 	
      The interest rate applicable to the Notes shall be
      increased from 12% to 25% with the Default Rate being changed from 15% to
      28%; 

	 	  	     
	 	• 	
      Interest under the Notes from and after the date of this
      Agreement shall no longer be paid currently on a monthly basis and,
      instead, shall be paid in kind by adding such accrued interest each month
      to the principal amount of the Notes; and 

	 	  	     
	 	• 	
      The Company shall be required to provide at least 30
      days’ notice of prepayment of the Notes during which period each Investor
      may, at its option, convert the Notes into Company Common Stock.
  



            F.       
The Investors and the Company desire to amend the Purchase Agreement and the
Notes to extend the Maturity Date and to make the other changes described above
and to make certain other changes thereto. Section 8.10 of the Purchase
Agreement provides that any term of the Purchase Agreement may be amended with
the written consent of the Company and the Investors. Furthermore, Section 9 of
each Note provides that each Note may be amended with the written consent of the
Company and the holder of the Note. Accordingly, the Company and the Investors
are executing this Agreement to reflect the amendments to the Purchase Agreement
and the Notes contemplated hereby and specified in detail below. 

AGREEMENT 

            NOW,
THEREFORE, the parties hereto agree as follows: 

1.        Addition of
Conversion Feature to Notes. A new Section 12 is hereby added to each of the
Notes. It shall read in its entirety as follows: 


  
    
      
        
          12.        Optional
            Conversion by Payee. The Payee may, at any time while this Note is
            outstanding, elect to convert all, or any portion, of the then outstanding
            principal amount of this Note, plus all accrued and unpaid interest thereon,
            into shares of the Common Stock of the Company at a conversion price that is
            equal to $0.02 per share, subject to adjustment for stock splits, stock
            dividends, stock combinations, recapitalizations and similar events (the
            “Conversion Price”). The number of shares of Company Common Stock
            issuable upon conversion is equal to the quotient of the dollar amount of Notes
            to be converted divided by the Conversion Price. The Payee may make such
            election by notifying the Company of the same in writing. The date such notice
            is received by the Company shall be the conversion date. On the conversion date,
            that portion of the outstanding principal amount of the Note (plus accrued but
            unpaid interest thereon) that the Payee has indicated for conversion in the
            Payee’s Notice shall be converted without any further action by the Payee and
            whether or not the Note is surrendered to the Company. The Company shall be obligated to issue and deliver to the Payee or cause its
            transfer agent to issue and deliver to the Payee (i) certificates representing
            the shares of Company Common Stock issuable upon conversion unless the Common
            Stock of the Company is generally in uncertificated form and (ii) if applicable,
            a new Note representing the remaining portion of the Loan with respect to such
            Payee. Unless otherwise agreed to by the Company, no fractional shares of
            Company Common Stock shall be issued upon conversion of this Note. In lieu of
            such fractional shares, the Company shall pay to the Payee in cash the amount
            designated for conversion in the Payee’s notice that is not so converted. 

        

      

    

  



2




2.        Accrued
Interest added to Principal Amount of Note. All accrued, but unpaid interest
on the principal amount of each Note through November 18, 2016 shall be added to
the principal amount of each Note such that the new principal amount of each
Note shall be as specified in the last column of Exhibit A to this
Agreement. 

3.        Amendment to
First Paragraph of Section 1 of the Notes. The first paragraph of Section 1
of each of the Notes is hereby deleted and in lieu thereof the following new
first paragraph of Section 1 is inserted with the [Name of Investor] and [Insert
Principal Amount] being inserted for each Investor consistent with Exhibit
A to this Agreement (with the Principal Amount being the new principal
amount described in Section 2 above): 


  
    
      
        
          “NUTRASTAR INTERNATIONAL INC., a Nevada corporation (the
            “Company”), for value received, hereby promises to pay to [NAME OF INVESTOR]
            (“Payee”), in lawful money of the United States at the address of Payee the
            principal amount of [INSERT PRINCIPAL AMOUNT] on the Maturity Date (as defined
            below), together with interest (computed on the basis of a 360-day year for the
            actual number of days elapsed) from November 18, 2016, on the unpaid balance of
            such principal amount from time to time outstanding at a rate equal to
            Twenty-Five Percent (25%) per annum until paid in full as provided herein.
            Accrued but unpaid interest shall be compounded monthly commencing on November
            1, 2016. All such interest shall be paid by accretion thereof to the outstanding
            principal balance of this Note as payable in kind or PIK interest.” 

        

      

    

  



4.        Amendment to
Third Paragraph of Section 1 to the Notes. Subparagraph (d) of the third
paragraph of Section 1 of the Notes is hereby deleted in its entirety and
replaced with the following new subparagraph (d) and a new paragraph (e) is
added immediately following new Subparagraph (d): 


  
    
      
        
          “(d) the one hundred eightieth (180th) day following
            the date that Payees holding, in the aggregate, at least thirty-five percent
            (35%) of the principal amount of all outstanding Notes notify the Company in
            writing of their desire that the Notes mature and come due and payable; and 

        

      

    

  



3





  
    
      
        
          (e) February 28, 2017, if any Payee notifies the Company in
            writing after February 15, 2016 but before February 18, 2017 of its desire that
            the Notes mature and come due and payable.” 

        

      

    

  



5.        Amendment to
Section 2 of the Notes. Section 2 of each of the Notes is hereby deleted in
its entirety and replaced with the following new Section 2: 


  
    
      
        
          “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 thirty (30) days’ prior written notice to Payee, during which
            period the Payee may convert this Note at the Payee’s option in accordance with
            Section 12 hereof. 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 enforcement of this Note, then to outstanding
            interest and then to outstanding principal.” 

        

      

    

  



6.        Amendment to
Section 3 of the Notes. The defined term “Default Rate” in Section 3 of each
of the Notes is hereby amended such that the Default Rate is now twenty-eight
percent (28%) per annum. 

7.        Release. In
consideration of the agreements contained in this Agreement and other good and
valuable consideration, the Company (for itself and its subsidiaries and the
successors, assigns, heirs and representatives of each of the foregoing)
(collectively, the “Releasors”) does hereby fully, finally,
unconditionally and irrevocably release and forever discharge each Investor,
including Accretive as Investor and as Agent, and each of their respective
Affiliates, officers, directors, employees, attorneys, consultants and agents,
including, specifically, but without limitation, the Accretive Designee
(collectively, the “Released Parties”) from any and all debts, claims,
obligations, damages, costs, attorneys' fees, suits, demands, liabilities,
actions, proceedings and causes of action, in each case, whether known or
unknown, contingent or fixed, direct or indirect, and of whatever nature or
description, and whether in law or in equity, under contract, tort, statute or
otherwise, which any Releasor has heretofore had or now or hereafter can, shall
or may have against any Released Party by reason of any act, omission or thing
whatsoever done or omitted to be done on or prior to the date hereof directly
arising out of, connected with or related to this Agreement, the Purchase
Agreement, any Note or any other Loan document, or any act, event or transaction
related or attendant thereto, or the agreements of any Agent, Accretive Designee
or any Investor contained therein, or the possession, use, operation or control
of any of the assets of the Company, or the making of any Loans or other
advances, or the management of such Loans or advances or any collateral. 

8.        Issuance of
Restated Notes. As soon as reasonably practicable following the date hereof,
and in any event within five (5) days following the date hereof, the Company
shall issue to each Investor an amended and restated promissory note (the
“Restated Note”) in the form of Exhibit
B to this Agreement having the specific principal amount and
other terms for each Investor as specified on Exhibit A. This Restated Note shall
supersede the original Note and upon issuance of the Restated Note, the original
Note shall become null and void. 

4




9.        Certain Other
Covenants.

                   (a)       
Bankruptcy Related Matters. Notwithstanding anything to the contrary set
forth in this Agreement, the Purchase Agreement or the Notes, each of the
Investors acknowledges and agrees that the affirmative consent of holders of not
less than 75% of the outstanding principal balance of Notes shall be required
for the commencement by any Investor or any of its Affiliates of any action or
proceeding against the Company with respect to (i) bankruptcy, dissolution,
liquidation, winding-up, composition or other relief under state or federal
bankruptcy laws (collectively, “Bankruptcy”) or (ii) collection of any
due but unpaid cash payment of interest or principal under the Notes;
provided that if any such action or proceeding of the Company is approved
by the Investors and so commenced, the Investors shall reasonably cooperate with
each other and the Company (in each case to the extent permitted by applicable
law) in the conduct of such action. Each Investor further acknowledges and
agrees that it will reasonably cooperate with the Company in the event the
Company determines to proceed with an orderly plan of liquidation and winding up
of the Company outside of Bankruptcy. In the event the Company does not believe
it is reasonably likely to be successful in the Investigation, it shall promptly
prepare and deliver to the Investors a plan for such orderly liquidation and
winding up of the Company that provides for payment of creditors and remittance
of any remaining assets of the Company to the Investors in accordance with
applicable law. 

                   (b)       
Use of Remaining Proceeds. Each Investor acknowledges and agrees that (a)
as of the date hereof, there is approximately $400,000 of proceeds from the
Loans (the “Remaining Proceeds”) in the Company’s treasury, (b) the
Company expects that most of the Remaining Proceeds will be used to fund legal
counsel in Hong Kong, the People’s Republic of China, and the U.S. in an effort
to recover assets and/or a litigation award on behalf of all Company
stakeholders, and (c) although the Company will use commercially reasonable
efforts to successfully recover Company assets, there is a possibility that no
asset recovery, litigation award, or remaining cash will be distributed to
Investors. 

                   (c)       
Regular Update Meetings; Confidentiality.

                                 (i)       
The Company has undertaken an investigation into the Company’s operations and
assets and those of its subsidiaries in China and into the activities of the
Company’s former CEO and significant stockholder, Ms. Lianyun Han, as those
activities relate to the Company and its subsidiaries, and to identify the
location of the Company’s and its subsidiaries’ assets and potentially seize
control of the Company’s and its subsidiaries’ assets from the CEO (the
“Investigation”). The Company shall update the Investors regularly
regarding the status of the Company’s Investigation through telephonic meetings
with management of the Company no less frequently than every sixty (60) days. In
addition, from time to time, the Company shall provide to the Investors emails
updating the Investors regarding the status of the Investigation and other
matters relating to the Company. In addition, the Company may, in its
discretion, invite Investors to board and management meetings of the Company.
Any disclosure provided by the Company at any such telephonic update meetings, through email updates or at board or management meetings will
be subject to the confidentiality provisions of Section 9(c)(ii) below and only
used for purposes relating to the Company. Each Investor represents and warrants
to the Company that such Investor does not have any basis for, and does not
intend to, bring any action or claim against any independent director of the
Company or any affiliate of an independent director and that such Investor will
not use any information obtained under this Agreement as the basis for any such
claim or action.


5




                                 (ii)       Each
Investor agrees that such Investor will keep confidential and will not disclose,
divulge, or use for any purpose (other than to monitor its investment in the
Company) any confidential information obtained from the Company pursuant to the
terms of this Agreement, including, without limitation, any confidential
information relating to the Investigation, unless such confidential information
(a) is known or becomes known to the public in general (other than as a result
of a breach of this Section 9(c)(ii) by such Investor), (b) is or has
been independently developed or conceived by such Investor without use of the
Company’s confidential information, or (c) is or has been made known or
disclosed to such Investor by a third party without a breach of any obligation
of confidentiality such third party may have to the Company; provided,
however, that an Investor may disclose confidential information (i) to its
attorneys, accountants, consultants, and other professionals to the extent
necessary to obtain their services in connection with monitoring its investment
in the Company; (ii) to any prospective purchaser of any securities of the
Company from such Investor, if such prospective purchaser agrees to be bound by
the provisions of this Section 9(c)(ii), provided that, the foregoing
notwithstanding, an Investor may not disclose confidential information to a
competitor of the Company; (iii) to any existing or prospective Affiliate,
partner, member, stockholder, or wholly owned subsidiary of such Investor in the
ordinary course of business, provided that such Investor informs such
person that such information is confidential and directs such person to maintain
the confidentiality of such information; or (iv) as may otherwise be
required by law, provided that such Investor promptly notifies the
Company of such disclosure and takes reasonable steps to minimize the extent of
any such required disclosure.

10.      Purchase Agreement and
Notes Remain Unmodified. Except as set forth in this Agreement the Purchase
Agreement and each of the Notes remains unmodified and in full force and effect.


11.      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 transactions contemplated hereby shall be paid by the party
incurring such costs and expenses; provided, however, the Company
shall be responsible for the payment of Accretive’s legal fees relating to the
performance of its obligations as Agent, the preparation, execution and
performance of this Agreement and the other transaction documents contemplated
hereby and thereby and the consummation of the transactions contemplated herein
and therein, up to a maximum of $15,000 unless otherwise mutually agreed upon
with the Company, by wire transfer of immediately available funds to the account
specified in writing by Accretive. 

12.      Governing Law. The
governing law and jurisdictional provisions of the Purchase Agreement and the
Notes shall apply equally to this Agreement.

6




13.      Counterparts; Facsimile
Execution. This Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument. Counterparts may be delivered via facsimile, electronic mail
(including pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) or other transmission method and any
counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes. 

[Signature page follows] 

7




            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

 

NUTRASTAR INTERNATIONAL
INC. 

 

By: /s/ David Chong                                  

Name: David Chong

Title: Interim President 


8




            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Accretive Capital Asia, LLC 
	 	Print Name Above 
	 	 
	 	 /s/ Richard
    E. Fearon, Jr. 
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	By: Accretive Capital Management,
      LLC                
       
	 	 
	 	Name: Richard E Fearon, Jr.                                           
    
	 	 
	 	Title: Managing Member                                              
    






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Richard E. Fearon, Jr. 
	 	Print Name Above 
	 	 
	 	 /s/ Richard
    E. Fearon, Jr. 
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
      ______________________________________________
	 	 
	 	Title:
      _______________________________________________






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Jonathan Colvile 
	 	Print Name Above 
	 	 
	 	 /s/ Jonathan
    Colvile 
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
      _______________________________________________
	 	 
	 	Title:
      ________________________________________________






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	John
      B. Cooper 
	 	Print Name Above 
	 	 
	 	 /s/ John B.
    Cooper 
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
      ___________________________________________
	 	 
	 	Title:
      ____________________________________________






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Jason
      Cooper 
	 	Print Name Above 
	 	 
	 	 /s/ Jason
    Cooper 
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
      ______________________________________________
	 	 
	 	Title:
      _______________________________________________






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Jeffrey A. Grossman 
	 	Print Name Above 
	 	  
	 	/s/ Jeffrey A. Grossman
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
      _____________________________________________
	 	 
	 	Title:
      ______________________________________________






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Scott
      K. Heitzman 
	 	Print Name Above 
	 	 
	 	 /s/ Scott K.
    Heitzman
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
      ____________________________________________
	 	 
	 	Title:
      _____________________________________________






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Thomaz
      B. Malavazzi 
	 	Print Name Above 
	 	 
	 	 /s/ Thomaz B.
    Malvazzi 
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
    _________________________________________
	 	 
	 	Title:
      __________________________________________






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Ian H.
      Carey 
	 	Print Name Above 
	 	 
	 	 /s/ Ian H.
    Carey 
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
      ________________________________________________
	 	 
	 	Title:
      _________________________________________________






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Jacques Hennessy 
	 	Print Name Above 
	 	 
	 	 /s/ Jacques
    Hennessy 
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
      ___________________________________________
	 	 
	 	Title:
      ____________________________________________






            IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 

	 	Robert
      Tick 
	 	Print Name Above 
	 	 
	 	 /s/ Robert
    Tick 
	 	Sign Above 
	 	 
	 	 
	 	IF Holder is an Entity, specify name and
      title below: 
	 	 
	 	Name:
      ______________________________________________
	 	 
	 	Title:
      _______________________________________________






EXHIBIT A 

Schedule of Investors 


	





Investor Name and
      Address 	





Principal Amount 	Amount of 
Accrued Interest 
to be
      Added to 
Principal Amount 
in Accordance 
with Section 2 of
      
the Agreement 	
New Principal 
Amount that
      
Includes PIK 
Interest as per 
Section 2 of the 
Agreement
  
	Accretive Capital Asia, LLC 
16 Wall
      Street, 2nd Floor 
Madison, CT 06443 
	$650,000 


	$10,400 


	$660,400 



	Richard E. Fearon, Jr. 
16 Wall Street,
      2nd Floor 
Madison, CT 06443 
	$50,000 


	$800 


	$50,800 



	Jonathan Colvile 
Mirabaud Securities
      
33 Grosvenor Pl 
London SW1X 7HY 
United Kingdom 
	$50,000 




	$800 




	$50,800 





	John B. Cooper 
18 Annadale Street
      
Armonk, NY 10504 
	$30,000 


	$480 


	$30,480 



	Jason Cooper 
18 Annadale Street
      
Armonk, NY 10504 
	$20,000 


	$320 


	$20,320 



	Jeffrey A. Grossman 
35 Rochelle Drive
      
New City, NY 10956 
	$10,000 


	$160 


	$10,160 



	Scott K. Heitzman 
1131 Trevorton Road
      
Coal Township, PA 17866 
	$25,000 


	$400 


	$25,400 



	Thomaz B. Malavazzi 
160 East 22nd
      Street, Apr. 15E 
New York, NY 10010 
	$90,000 


	$1,440 


	$91,440













	





Investor Name and
      Address 	





Principal Amount 	Amount of 
Accrued Interest 
to be
      Added to 
Principal Amount 
in Accordance 
with Section 2 of
      
the Agreement 	
New Principal 
Amount that
      
Includes PIK 
Interest as per 
Section 2 of the 
Agreement
  
	Ian H. Carey 
MLC House, Bondeni Road
      
P.O. Box 34291, 80118 – Nyali 
Mombasa, Kenya 
	$30,000 



	$480 



	$30,480 




	Jacques Hennessy 
36 Sta Barbara Bastions
      
Valetta VLT1961, Malta 
	$60,000 


	$960 


	$60,960 



	Robert Tick 
20685 Nancy Ct.
      
Cupertino, CA 95014 

	$35,000 
(release of claims 
per
      Schedule 5.10 
of Purchase 
Agreement) 	$560 



	$35,560








NOTE: The Principal Amount specified above for each Investor
shall be the principal amount inserted for each Investor in connection with the
amendment contemplated by Section 2 of this Agreement. 




EXHIBIT B 

Form of Restated Note 

(See Attached) 




THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
NOTE HAVE NOT 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, IN A FORM ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. 

NUTRASTAR INTERNATIONAL INC. 
AMENDED AND RESTATED

PROMISSORY NOTE 


(Amends and restates the Promissory Note
originally
issued to the Payee on January 29, 2016) 


	$[*] 	_____________, 2016 


This Note was originally issued pursuant to that certain Note
and Common Stock Purchase Agreement, dated as of January 29, 2016 (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. This Note is being amended and restated on the
date hereof to read in its entirety as follows and this Note supersedes in its
entirety the original Note issued to the Payee. 

            1.       
Principal and Interest. 

                       NUTRASTAR
INTERNATIONAL INC., a Nevada corporation (the “Company”), for
value received, hereby promises to pay to [NAME OF INVESTOR]
(“Payee”), in lawful money of the United States at the address of
Payee the principal amount of [INSERT PRINCIPAL AMOUNT] on the Maturity Date (as
defined below), together with interest (computed on the basis of a 360-day year
for the actual number of days elapsed) from November 18, 2016, on the unpaid
balance of such principal amount from time to time outstanding at a rate equal
to Twenty-Five Percent (25%) per annum until paid in full as provided herein.
Accrued but unpaid interest shall be compounded monthly commencing on November
1, 2016. All such interest shall be paid by accretion thereof to the outstanding
principal balance of this Note as payable in kind or PIK interest. 

                       This
Note is one of a duly authorized issue of Promissory Notes of the Company, in
aggregate principal amount of One Million One Hundred Thousand Dollars
($1,100,000) (the “Bridge Notes”) issued pursuant to the Purchase
Agreement and is subject to the terms thereof. 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 $1,100,000 (provided, that
upon 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 but less than $1,100,000, the
Company shall partially prepay the Bridge Notes using any and all such
proceeds); 

            (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 Company and the Agent on the date hereof; 

            (d)       
the one hundred eightieth (180th) day following the date that Payees
holding, in the aggregate, at least thirty-five percent (35%) of the principal
amount of all outstanding Notes notify the Company in writing of their desire
that the Notes mature and come due and payable; or 

            (e)       
February 28, 2017, if any Payee notifies the Company in writing after February
15, 2016 but before February 18, 2017 of its desire that the Notes mature and
come due and payable. 

                       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 thirty (30) days’ prior written
notice to Payee, during which period the Payee may convert this Note at the
Payee’s option in accordance with Section 12 hereof. 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. 

2 




            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 twenty-eight
percent (28%) 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. 

            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. 

3 




            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. 

            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. 

4 




            12.      Optional Conversion by Payee. The Payee may, at any time while this
Note is outstanding, elect to convert all, or any portion, of the then
outstanding principal amount of this Note, plus all accrued and unpaid interest
thereon, into shares of the Common Stock of the Company at a conversion price
that is equal to $0.02, subject to adjustment for stock splits, stock dividends,
stock combinations, recapitalizations and similar events (the “Conversion
Price”). The number of shares of Company Common Stock issuable upon
conversion is equal to the quotient of the amount to be converted divided by the
Conversion Price. The Payee may make such election by notifying the Company of
the same in writing. The date of such notice shall be the conversion date. On
the conversion date, that portion of the outstanding principal amount of the
Note (plus accrued but unpaid interest thereon) that the Payee has indicated for
conversion in the Payee’s Notice shall be converted without any further action
by the Payee and whether or not the Note is surrendered to the Company. The
Company shall be obligated to issue and deliver to the Payee or cause its
transfer agent to issue and deliver to the Payee certificates representing the
shares of Company Common Stock issuable upon conversion unless the Common Stock
of the Company is generally in uncertificated form. Unless otherwise
agreed to by the Company, no fractional shares of Company Common Stock shall be
issued upon conversion of this Note. In lieu of such fractional shares, the
Company shall pay to the Payee in cash the amount designated for conversion in
the Payee’s notice that is not so converted. 

5 




            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: 
	 	Title: