EXHIBIT 10.1






 


CONVERTIBLE
NOTE PURCHASE AGREEMENT


 


This
Convertible Note Purchase Agreement (the “Agreement”) is made as of March 23, 2014 by and between East Shore
Distributors, Inc. (to be renamed Crimson Forest Entertainment Group, Inc.), a Nevada corporation (the “Company”),
and PORTNICE INVESTMENT LIMITED, a British Virgin Islands corporation (“Purchaser”).


 


RECITALS


 


The
Company desires to issue and sell, and the Purchaser desires to purchase, convertible promissory note(s) in substantially the
form attached to this Agreement as Exhibit B (the “Note” or “Notes”) which shall
be convertible on the terms stated therein into common stock or Capital Stock of the Company in accordance with the terms set
forth in this Agreement. As used herein, the term “Capital Stock” means common stock or preferred stock of the Company
issued in a Qualified Financing as the case may be, as defined in the Note. The Notes and the Capital Stock issuable upon conversion
thereof are collectively referred to herein as the “Securities.”


 


AGREEMENT


 


In
consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged,
the parties to this Agreement agree as follows:


 


1.
Purchase and Sale of Notes.


 


(a) Sale
and Issuance of Notes. Subject to the terms and conditions of this Agreement, at the Closing (as defined below) the Company
agrees to sell and issue to Purchaser, up to $2,000,000 in principal amount of Notes. The purchase price of each Note shall be
equal to 100% of the principal amount of such Note.


 


(b)
Closings; Delivery.


 


(i) The
initial purchase and sale of the Notes shall take place at the offices of Richardson & Patel LLP, 1100 Glendon Avenue, Suite
850, Los Angeles, California, at 4:00 p.m., on March 23, 2014, or at such other time and place as the Company and the Purchaser
mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”). In
the event there is more than one closing, the term “Closing” shall apply to each such closing, unless otherwise specified
herein.


 


(ii) At
each Closing, the Company shall deliver to the Purchaser the Note to be purchased by the Purchaser against (1) payment of the
purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company, (2) delivery
of counterpart signature pages to this Agreement and the Note, and (3) delivery of a validly completed and executed IRS Form W-8
BEN or IRS Form W-9, as applicable, establishing the Purchaser’s exemption from withholding tax, which forms shall be furnished
by the Company.


 




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                                         NOTE PURCHASE
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(iii) The
Company shall conduct subsequent closings (each, a “Closing”) at such dates and in such principal amounts as
specified in writing by the Purchaser; for each subsequent Closing, the terms and conditions of this Agreement shall apply, and
the Company shall appropriately update, and furnish Purchaser a copy of, Exhibit A to reflect Note(s) issued in each subsequent
Closing.


 


(iv) The
Company may sell and issue up to an aggregate maximum of $2,000,000 in principal amount of Notes to the Purchaser prior to March
23, 2019; provided however, after the initial Closing the Purchaser may but shall have no obligation to loan additional funds
to the Company, and provided further that the Purchaser shall designate the timing and amount of any additional Notes purchased
from the Company, subject to the terms and conditions of this Agreement.


 


(v) For
purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be
deemed to be a “Purchaser” for purposes of this Agreement, and any notes and so acquired by such additional purchaser
shall be deemed to be “Notes” and “Securities” as applicable.


 


2. Notice
of Conversion. In the event that Purchaser desires to convert Note(s), the Purchaser agrees to complete, execute and deliver
to the Company a notice of conversion in the form attached as Exhibit C. In the event that the Purchaser elects to convert
its Note(s) into Capital Stock in a Qualified Financing (as defined in the Note), the Purchaser agrees to execute and deliver
the investment documents substantially in the same for as executed and delivered by the other participants in the Qualified Financing.


 


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


 


(a) Organization,
Good Standing and Qualification. The Company is a corporation duly organized, 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 proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure so to qualify would have a material adverse effect on its business or properties.


 


(b) Authorization.
This Agreement and the Notes have been duly authorized by the Board of Directors of the Company; however, (i) the Company
has not obtained the necessary corporate approval for the authorization of any Capital Stock, and (ii) the Company’s Articles
of Incorporation has not been amended to provide for the issuance of the Capital Stock. This Agreement and the Notes, when executed
and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, and other laws of general application affecting enforcement of creditors’ rights generally, and as
limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 




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(c) Absence
of Required Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any governmental authority on the part of the Company is required in connection with the consummation of the transactions
contemplated by this Agreement, except for such filing(s) pursuant to applicable securities laws as may be necessary, which filings
will be timely effected after the Closing.


 


 (d) Offering.
Subject in part to the truth and accuracy of the Purchaser’s representations set forth in Section 4 of this Agreement,
the offer, sale and issuance of the Notes as contemplated by this Agreement are exempt from the registration requirements of the
Securities Act of 1933, as amended, and will not result in a violation of the qualification or registration requirements of any
applicable state securities laws.


 


4. Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company that:


 


(a) Authorization.
Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the
Purchaser, will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws
of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability
of a specific performance, injunctive relief, or other equitable remedies.


 


(b) Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities
to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents
that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer
or grant participations to such person or to any third person, with respect to any of the Securities. The Purchaser has not been
formed for the specific purpose of acquiring any of the Securities.


 


(c) Knowledge.
The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision to acquire the Securities.


 


(d) Restricted
Securities. The Purchaser understands that the Securities have not been, and will not be, registered under the Securities
Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of
the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted
securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must
hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified
by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges
that the Company has no obligation to register or qualify the Securities for resale. The Purchaser further acknowledges that if
an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which
are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.


 




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                                         NOTE PURCHASE
                                         AGREEMENT	3	 



    	 



    


 


(e) No
Public Market. The Purchaser understands that no public market now exists for any of the securities issued by the Company,
that the Company has made no assurances that a public market will ever exist for the Securities.


 


(f) Legends.
The Purchaser understands that the Securities, and any securities issued in respect thereof or exchange therefor, may bear
one or all of the following legends:


 


(i) “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES
WITH THE ACT.”


 


(ii) Any
legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate
so legended.


 


Notwithstanding
anything herein to the contrary, no such registration statement or opinion of counsel shall be necessary for a transfer by a Purchaser
that is a partnership or limited liability company to a partner of such partnership or a member of such limited liability company
or a retired partner of such partnership who retires after the date hereof or a retired member of such limited liability company
who retires after the date hereof, or to the estate of any such partner, retired partner, member or retired member or the transfer
by gift, will or intestate succession by any partner or member to his or her spouse or to the siblings, lineal descendants or
ancestors of such partner or member or his or her spouse, if the transferee agrees in writing to be subject to the terms hereof
to the same extent as if he or she were an original Purchaser hereunder.


 


(g) Accredited
Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


(h) Foreign
Investors. If a Purchaser is not a United States person (as defined by Rule 902(k) under the Securities Act), such Purchaser
hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any
invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction
for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental
or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale or transfer of the Securities. Such Purchaser’s subscription and payment for,
and his or her continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of Purchaser’s
jurisdiction. 


 




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                                         NOTE PURCHASE
                                         AGREEMENT	4	 



    	 



    

 


5. Conditions
of the Purchaser’s Obligations at Closing. The obligations of the Purchaser to the Company under this Agreement
are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:


 


(a) Representations
and Warranties. The representations and warranties of the Company contained in Section 3 shall be true on and as of the
Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.


 


(b) Qualifications.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or
of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall
be obtained and effective as of the Closing.


 


6. Conditions
of the Company’s Obligations at Closing. The obligations of the Company to the Purchaser under this Agreement are
subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:


 


(a) Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 4 shall be true on and as of
the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.


 


(b) Qualifications.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or
of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall
be obtained and effective as of the Closing.


 


(c) Delivery
of Form W-8 BEN or Form W-9. The Purchaser shall have completed and delivered to the Company a validly executed IRS Form
W-8 BEN or IRS Form W-9, as applicable, establishing the Purchaser’s exemption from withholding tax.


 


7. Covenants.
The Company agrees to take any and all actions necessary to increase the number of shares of its authorized common stock to 500,000,000
shares, on or prior to December 31, 2014.


 


8. Miscellaneous.


 


(a) Successors
and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or
by reason of this Agreement, except as expressly provided in this Agreement.


 




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                                         AGREEMENT	5	 



    	 



    

 


(b) Governing
Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto
shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to
principles of conflicts of law. Venue for the enforcement of this Agreement and the Notes shall be in state or federal court in
Los Angeles County, California, and the Company hereby consents to personal jurisdiction in Los Angeles County, California. THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE NOTES.


 


(c) Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument.


 


(d) Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


(e) Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, electronic mail (to and from e-mail addresses specified
in writing by each party as valid addresses for such purpose), or 48 hours after being deposited in the U.S. mail as certified
or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address
or facsimile number as set forth below or as subsequently modified by written notice.


 


(f) Finder’s
Fee. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection
with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission
or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted
liability) for which the Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to
indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s
fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its
officers, employees or representatives is responsible.


 


(g) Amendments
and Waivers. Any term of this Agreement and any term of the Notes may be amended or waived only with the written consent
of the Company and the holders of a majority in principal amount of the Notes. Any amendment or waiver effected in accordance
with this Section 8(g) shall be binding upon the Purchaser and each transferee of the Securities, each future holder of all such
Securities, and the Company.


 


(h) Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible
to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement
shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 




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                                         AGREEMENT	6	 



    	 



    

 


(i) Entire
Agreement. This Agreement, and the documents referred to herein constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto
are expressly canceled.


 


(j) Exculpation
of Purchaser. The Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company,
in making its investment or decision to invest in the Company. The Purchaser agrees that the Purchaser nor the respective controlling
persons, officers, directors, partners, agents, or employees of the Purchaser shall be liable for any action heretofore or hereafter
taken or omitted to be taken by any of them in connection with the Securities.


 


(k) Corporate
Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100,
25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON
THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.


 


[Signature
Pages Follow]


 




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                                         NOTE PURCHASE
                                         AGREEMENT	7	 



    	 



    

 


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


 


	COMPANY:	EAST
    SHORE DISTRIBUTORS, INC.
	 	 
	 	/s/ Jonathan
    Lim
	 	Jonathan Lim
	 	Chief Executive
    Officer
	 	 
	 	Address:
	 	 
	 	8335 Sunset Boulevard,
    Suite 238
	 	West Hollywood,
    CA 90069
	 	Facsimile: (323)
    337-8088
	 	 
	PURCHASER:	 
	 	 
	Date: March 23,
    2014	PORTNICE INVESTMENT
    LIMITED
	 	a British Virgin
    Islands corporation
	 	 
	 	/s/ Anthony
    Lim
	 	(Signature)
	 	 
	 	Anthony Lim
	 	(Authorized Representative)
	 	 
	 	Director
	 	(Title)


 


	 	Address
    for Notices:	
	 	 	 
	 	 	
	 	 	 
	 	Facsimile:
    	
	 	 	 
	 	E-mail:
    	
	 	 	 
	 	Principal
    Amount: 	


 




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                                         NOTE PURCHASE
                                         AGREEMENT	8	 



    	 



    

 


EXHIBIT
A


 


SCHEDULE
OF NOTES ISSUED


 


	Name
    and Address	 	Note
    
Principal Amount	 	 	Issue
    Date	 
	 	 	 	 	 	 	 	 	 
	Portnice Investment Limited	 	$	250,000	 	 	 	3/23/2014	
	 	 	 	 	 	 	 	 	 
	Portnice Investment Limited	 	$	250,000	 	 	 	6/13/2014	



 




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                                         AGREEMENT	9	 



    	 



    

 


EXHIBIT
B


 


FORM
OF CONVERTIBLE PROMISSORY NOTE


 




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                                         AGREEMENT	10	 



    	 



    

 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”)
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE
COMPLIES WITH THE ACT.


 


CONVERTIBLE
PROMISSORY NOTE


 


Date: 


 Los
Angeles, California


 


For
value received, EAST SHORE DISTRIBUTORS, INC. (to be renamed Crimson Forest Entertainment Group, Inc.), a Nevada corporation (the
“Company”), promises to pay to PORTNICE INVESTMENT LIMITED, a British Virgin Islands corporation (the “Holder”),
the principal sum of _______________.


 


Interest
shall accrue from the date of this Note on the unpaid principal amount at a rate equal to 3.80% per annum, compounded annually,
based on a 365 day year. This Note is one of a series of Convertible Promissory Notes containing substantially identical terms
and conditions, issued pursuant to a Convertible Promissory Note Purchase Agreement (“Purchase Agreement”)
which likewise contains substantially identical terms and conditions. Such Notes are referred to herein as the “Notes,”
and the holders thereof are referred to herein as the “Holders.” The Holders of at least 51% of the then-outstanding
principal amount of the Notes are referred to herein as “Majority Holders.” This Note is subject to the following
terms and conditions.


 


1. Maturity.
Subject to Section 2, principal and any accrued but unpaid interest under this Note shall be due and payable on the earlier
of (a) the fifth (5th) year anniversary of the issuance date of this Note, and (b) the consummation of a Qualified
Financing, as defined below (the “Maturity Date”). 


 


2. Conversion.



 


(a) Conversion
into Shares. The accrued unpaid interest and unpaid principal amount of this Note (the “Conversion Amount”)
shall be convertible at the option of the Holder (i) into common stock of the Company if converted pursuant to Section 2(b), or
(ii) into the same class of securities issued in a Qualified Financing (as defined below) which may take the form of preferred
stock with rights preferences and privileges set forth in an amendment to the Articles of Incorporation of the Company, or common
stock, as the case may be (in either case, “Capital Stock”).


 




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(b) Optional
Conversion into Common Stock. The Conversion Amount under this Note shall be convertible into common stock of the Company
at any time by the Holder, upon written notice by the Holder to the Company of the Holder’s election to convert pursuant
to this Section 2(b). The number of shares of common stock into which this Note shall be convertible shall equal the Conversion
Amount divided by $0.008 (“Default Conversion Price”). The Default Conversion Price shall be subject to appropriate
adjustment upon any stock split, reverse stock split, recapitalization or similar event affecting the outstanding capital stock
of the Company.


 


(c) Conversion
Upon Equity Financing. If the Company intends to execute a bona fide equity financing transaction involving the issuance
of Capital Stock and resulting in gross proceeds equal to or in excess of $3,000,000, excluding conversion of the Notes (a “Qualified
Financing”) the Company shall notify the Holders of such event in writing at least thirty (30) days prior to the closing
date of such transaction, and shall provide a summary of terms thereof. The Majority Holders shall be entitled, if they so elect
in writing within ten (10) days after receipt of such notice, to convert the entire outstanding principal amount of and accrued
interest under all of the Notes into shares of the Company’s Capital Stock issued and sold at the close of the Company’s
Qualified Financing. The conversion of this Note pursuant to this Section 2(c) is expressly conditioned upon the closing of said
Qualified Financing. The number of shares of Capital Stock to be issued upon such conversion pursuant to this Section 2(c) shall
be equal to the quotient obtained by dividing (i) the Conversion Amount of this Note by (ii) the purchase price per share of the
Capital Stock in the Qualified Financing, rounded down to the nearest whole share, and the issuance of such shares upon such conversion
shall deemed a part of the Qualified Financing, and shall be upon the terms and subject to the conditions provided in the Qualified
Financing. Upon the election of such conversion of this Note by the Majority Holders (whether or not the Holder has individually
elected to convert), the Holder hereby agrees to so convert this Note and to execute and deliver to the Company all transaction
documents related to the Qualified Financing, including a purchase agreement and other ancillary agreements, with customary representations
and warranties and having the same terms and conditions as those agreements entered into by the other purchasers of the Capital
Stock.


 


(d) Mechanics
and Effect of Conversion. No fractional shares of the Company’s Capital Stock will be issued upon conversion of
this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder
in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such
fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed,
at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable
thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares
to which such Holder is entitled upon such conversion, including a check payable to the Holder for any cash amounts payable as
described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities
under this Note with regard to that portion of the principal amount and accrued interest being converted including without limitation
the obligation to pay such portion of the principal amount and accrued interest.


 




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3. Payment;
No Prepayment. All payments shall be made in lawful money of the United States of America at such place as the Holder
hereof may from time to time designate in writing to the Company. This Note may not be pre-paid by the Company prior to the Maturity
Date or date of conversion (as applicable) without the prior written consent of the Majority Holders.


 


4. Events
of Default. If any one or more of the following events shall occur after the date hereof, it shall be deemed an “Event
of Default” hereunder:


 


(a) default
by the Company in the due and punctual payment of the principal and accrued interest when and as such obligation shall become
due and payable, whether at the Maturity Date or at a date fixed for prepayment or by acceleration or otherwise;


 


(b) insolvency
of the Company or generally inability of the Company to meet its obligations as they mature;


 


(c) the
making of a general assignment for the benefit of creditors, consent to the appointment of a trustee or a receiver or admission
of the Company in writing of its inability to pay its debts as they mature;


 


(d) the
appointment of a trustee or receiver for the Company or for a substantial part of the properties of the Company without the consent
of the Company and such trustee or receiver not being discharged within 90 days;


 


(e) the
institution of bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings by or against the Company and, if
instituted against it, the same being consented to by the Company or remaining undismissed for a period of 90 days;


 


(f) any
substantial part of the property of the Company being sequestered or attached and not being returned to the possession of the
Company or released from such attachment within 90 days; or


 


(g) if
Holder exercises its conversion rights in accordance with Section 2(c) of this Note and if the Company fails to issue duly authorized
shares at the closing of the Qualified Financing.


 


If
any such Event of Default shall occur and be continuing, the Holder may, at the Holder’s option, declare the entire unpaid
balance of principal and unpaid interest on this Note to be immediately due and payable, whereupon the maturity of the then unpaid
balance on this Note shall be accelerated and the principal and all accrued and unpaid interest thereon shall forthwith become
due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything
contained herein to the contrary notwithstanding, and the Holder may exercise and shall have any and all remedies accorded the
Holder by law, including without limitation the right to recover all fees and expenses, including reasonable attorneys’
fees, incurred in connection with the enforcement of this Note.


 




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 To
the extent the entire outstanding principal amount of this Note and the accrued interest thereon are not paid immediately as of
the date of the occurrence of an Event of Default, then from such date until this Note is paid in full interest on the amounts
outstanding under this Note (including accrued interest as of the occurrence of the Event of Default) shall accrue at the lesser
of (a) the Maximum Rate and (b) 8.0% per annum, compounded annually.


 


5. Transfer;
Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer
this Note without the prior written consent of the Company or the Majority Holders. Thereupon, a new note for the same principal
amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only
to the registered holder of this Note.


 


6. Lawful
Rate. Notwithstanding anything contained in this Note to the contrary, the Holder shall never be deemed to have contracted
for or be entitled to receive, collect or apply as interest on this Note any amount in excess of the amount permitted and calculated
at the Maximum Rate (defined below). The Company shall never be required to pay unearned interest hereon, or to pay interest at
a rate in excess of the Maximum Rate, or in an amount in excess of the maximum amount of interest permitted to be charged under
Applicable Law. The “interest” shall include the aggregate of all charges which constitute interest under Applicable
Law that are contracted for, charged, reserved, received or paid under this Note. If under any contingency, the effective rate
or amount of interest that would otherwise be payable under this Note would exceed the Maximum Rate or maximum amount of interest
that the Holder is allowed by Applicable Law to charge, contract for, take or reserve, or receive, such amount that would be excessive
interest shall be applied to the reduction of the unpaid principal balance of this Note, and, if the principal balance of this
Note is paid in full, any remaining excess shall forthwith be paid to the Company. The term “Maximum Rate” as used
herein, with respect to the Holder, the maximum non-usurious interest rate, if any, that, at any time, or from time to time, may
be contracted for, taken, reserved, charged or received on the indebtedness evidenced by this Note under the laws presently in
effect of the State of California, and to the extent controlling and providing for a different lawful rate of interest, laws of
the United States of America (“Applicable Law”), applicable to the transactions between the Company and the
Holder pursuant to this Note and such indebtedness or, to the extent permitted by applicable law, under such applicable laws of
the United States of America and the State of California that may hereafter be in effect and that allow a higher maximum non-usurious
interest rate than applicable laws now allow.


 


7. Governing
Law; Waiver of Jury Trial. This Note and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving
effect to principles of conflicts of law. Venue for the enforcement of this Note shall be in state or federal court in Los Angeles
County, California, and the Company hereby consents to personal jurisdiction in Los Angeles County, California. THE COMPANY HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS NOTE.


 




    	4



    	 



    

 


8. Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the U.S. mail
as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s
address or facsimile number as provided in the Purchase Agreement or as subsequently modified by written notice pursuant
to the Purchase Agreement.


 


9. Amendments
and Waivers. Any term of this Note may be amended only with the written consent of the Company and the Majority Holders.
Any amendment or waiver effected in accordance with this Section 9 with respect to the Notes shall be binding upon the Company,
each Holder and each transferee of any Note.


 


10. Stockholders,
Officers and Directors Not Liable. In no event shall any stockholder, officer or director of the Company be liable for
any amounts due or payable pursuant to this Note.


 


11. Counterparts.
This Note may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together
will constitute a single agreement.


 


[Signature
Page Follows]


 




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This
Convertible Promissory Note has been executed and delivered by the Company as of the date first set forth above.


 


	COMPANY:	EAST
    SHORE DISTRIBUTORS, INC.
	 	
	 	 
	 	Jonathan Lim
	 	Chief Executive
    Officer
	 	 
	 	Address:
	 	 
	 	8335 Sunset Boulevard,
    Suite 238
	 	West Hollywood,
    CA 90069
	 	Facsimile: (323)
    337-8088


 


	AGREED
    TO AND ACCEPTED:	 
	 	 
	Date: March 23,
    2014 	PORTNICE INVESTMENT
    LIMITED
	 	a British Virgin
    Islands corporation
	 	
	 	 
	 	(Signature)
	 	 
	 	(Authorized Representative)
	 	 
	 	(Title)


 




    	 



    	 



    

 


EXHIBIT
C


 


NOTICE
OF CONVERSION


 


PORTNICE
INVESTMENT LIMITED, a British Virgin Islands corporation (“Holder”) hereby elects to convert $________________ of
the principal and $_____________ of accrued interest under the Note issued by EAST SHORE DISTRIBUTORS, INC. (the “Company”)
(or by the Company as subsequently renamed), dated ______________, into shares of capital stock of the Company in accordance with
the terms of the Note and Securities Purchase Agreement dated March 23, 2014, as follows:


 


	Conversion
    Pursuant To: 	 	[  ]  Section 2(b) – Common Stock at $0.008 / share
	 	 	 	 
	 	 	[  ]  Section 2(c)
    – Qualified Financing	 


 


	Principal
    Amount of Note: 	 	$
                                           	 
	Accrued Interest
    Under Note: 	 	$
                                           	 
	Date of Conversion:
    	 	                                              	 
	Conversion Price:	 	$____ per share	 
	Class of Stock:
    	 	                                              	 
	Number of Shares
    to Be Delivered:	 	                                              	 


 


The
undersigned Holder has executed and delivered this Notice of Conversion to the Company as of the date set forth below.


 


	Date:
    _______________	PORTNICE INVESTMENT LIMITED
	 	a British Virgin Islands corporation
	 	 	 
	 	By:	
	 	 	 
	 	Name:	
	 	 	 
	 	Its:	


 


The Holder
hereby directs that the conversion shares be deposited to the following account:


 


	Account
    Name: 	PORTNICE INVESTMENT LIMITED
	Account No.: 		 
	Address: 		 
	 		 
	Broker: 		 
	DTC No.:	_____ (four digit
    code)